AGENT, INCLUDING, WITHOUT LIMITATION, THE LOAN DOCUMENTS, THE SECURITY INTEREST,
DUE AUTHORIZATION AND OTHER CORPORATE MATTERS AND REGULATORY MATTERS (INCLUDING
THE LICENSES) AND WHICH ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
ADMINISTRATIVE AGENT.
(D)
COLLATERAL.
(I)
COLLATERAL PLEDGE.
THE LOAN PARTIES SHALL HAVE EFFECTIVELY AND
VALIDLY PLEDGED AND PERFECTED THE COLLATERAL CONTEMPLATED BY THE SECURITY
DOCUMENTS.
(II)
FILINGS AND RECORDINGS. ALL FILINGS AND RECORDINGS (INCLUDING,
WITHOUT LIMITATION, ALL MORTGAGES, FIXTURE FILINGS AND TRANSMITTING UTILITY
FILINGS) THAT ARE NECESSARY TO PERFECT
51
THE SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN THE SECURITY DOCUMENTS
SHALL HAVE BEEN FILED OR RECORDED IN ALL APPROPRIATE LOCATIONS AND
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO ADMINISTRATIVE
AGENT THAT SUCH SECURITY INTEREST CONSTITUTES A VALID AND PERFECTED FIRST
PRIORITY LIEN THEREIN.
(III)
LIEN SEARCHES.
THE LOAN PARTIES SHALL HAVE DELIVERED TO
ADMINISTRATIVE AGENT THE RESULTS OF A LIEN SEARCH OF ALL FILINGS MADE AGAINST
EACH OF THE LOAN PARTIES UNDER THE UNIFORM COMMERCIAL CODE (AND LOCAL TAX AND
JUDGMENT FILING OFFICES) AS IN EFFECT IN ANY JURISDICTION IN WHICH ANY OF ITS
RESPECTIVE ASSETS ARE LOCATED, INDICATING, AMONG OTHER THINGS, THAT THE LOAN
PARTIES' ASSETS AND THE OWNERSHIP INTERESTS OF THE LOAN PARTIES ARE FREE AND
CLEAR OF ANY LIEN, EXCEPT FOR PERMITTED ENCUMBRANCES.
(IV)
INSURANCE.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFICATES
OF INSURANCE IN THE FORM REQUIRED UNDER SUBSECTION 2.2 AND THE SECURITY
DOCUMENTS AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT.
(E)
CONSENTS.
(I)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
THE LOAN PARTIES SHALL
HAVE OBTAINED AND DELIVERED TO ADMINISTRATIVE AGENT ALL MATERIAL AND NECESSARY
APPROVALS, AUTHORIZATIONS AND CONSENTS, IF ANY, OF ALL PERSONS, GOVERNMENTAL
AUTHORITIES, INCLUDING THE FCC AND ALL APPLICABLE PUCS, AND COURTS HAVING
JURISDICTION WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, THE GRANTING OF THE SECURITY INTEREST, AND ALL SUCH
APPROVALS SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT.
(II)
PERMITS AND LICENSES.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
COPIES OF ALL MATERIAL PERMITS AND LICENSES, INCLUDING THE LICENSES, REQUIRED
UNDER APPLICABLE LAWS FOR THE CONDUCT OF THE LOAN PARTIES' AND THEIR RESPECTIVE
SUBSIDIARIES' BUSINESSES.
(III)
NO INJUNCTION, ETC.
NO ACTION, PROCEEDING, INVESTIGATION,
REGULATION OR LEGISLATION SHALL HAVE BEEN INSTITUTED, THREATENED OR PROPOSED
BEFORE, NOR ANY ADVERSE RULING RECEIVED FROM, ANY GOVERNMENTAL AUTHORITY TO
ENJOIN, RESTRAIN OR PROHIBIT, OR TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT OF, OR
WHICH IS RELATED TO OR ARISES OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR
WHICH, AS DETERMINED BY ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION, WOULD
MAKE IT INADVISABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND SUCH OTHER LOAN DOCUMENTS.
(F)
Fees, Expenses, Taxes, Etc.
There shall
have been paid by Borrower to Administrative Agent the fees set forth or
referenced in Subsection 1.4 and any other accrued and unpaid fees or
commissions due hereunder (including legal fees and expenses), and to any other
Person such amount