SATISFACTORY TO THE
ADMINISTRATIVE AGENT FOR WHICH ALL NECESSARY FEES (WHERE APPLICABLE) HAVE BEEN
PAID, AND DATED NO MORE THAN 30 DAYS BEFORE THE FILING OF THE RELATED MORTGAGE,
CERTIFIED TO THE ADMINISTRATIVE AGENT AND FIRST AMERICAN TITLE INSURANCE COMPANY
(OR SUCH OTHER TITLE INSURANCE COMPANY AS MAY BE AGREED UPON BY THE BORROWER AND
THE ADMINISTRATIVE AGENT) IN A MANNER AND BY A SURVEYOR REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT,
(IV)
EVIDENCE OF THE INSURANCE REQUIRED BY THE TERMS OF THE MORTGAGES,
(V)
TO THE EXTENT REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT,
FAVORABLE OPINIONS OF LOCAL COUNSEL TO THE PARENT, THE BORROWER AND THE
SUBSIDIARIES WITH RESPECT TO THE MORTGAGED PROPERTIES, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND
(VI)
WITH RESPECT TO THE MORTGAGED PROPERTIES, SUCH OTHER CONSENTS,
AGREEMENTS AND CONFIRMATIONS OF THIRD PARTIES AS THE ADMINISTRATIVE AGENT MAY
DEEM NECESSARY OR DESIRABLE AND EVIDENCE THAT ALL OTHER ACTIONS THAT THE
ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO CREATE VALID
AND FIRST SUBSISTING LIENS ON THE PROPERTY DESCRIBED IN THE MORTGAGES HAS BEEN
TAKEN;
(C)
WITHIN 30 DAYS FOLLOWING THE CLOSING DATE, EITHER (I) EVIDENCE
THAT PROCEDURES FOR DISSOLUTION OF ACS TELEVISION, L.L.C. HAVE COMMENCED WITH
THE SECRETARY OF STATE OF THE STATE OF ITS FORMATION OR (II) AN EXECUTED
COUNTERPART OF THE APPLICABLE SECURITY DOCUMENTS DULY EXECUTED BY ACS
TELEVISION, L.L.C.; AND
(d)
within 5 Business Days following the Closing Date (to the extent
not previously delivered on the Closing Date), a final insurance certificate in
form and substance satisfactory to the Administrative Agent and other evidence
requested by the Administrative Agent that the insurance required by Section
5.07 and the Security Agreement is in effect.
78
SECTION 5.19
NORTEL LIENS.
THE BORROWER AGREES (I) TO USE COMMERCIALLY
REASONABLE EFFORTS TO TERMINATE OR AMEND EACH OF THE UCC-1 FINANCING STATEMENTS
IN FAVOR OF NORTEL NETWORKS, INC. ("NORTEL") THAT ARE OUTSTANDING ON THE CLOSING
DATE (THE "NORTEL LIENS") OR TAKE OTHER ACTION SATISFACTORY TO THE
ADMINISTRATIVE AGENT, IN ANY CASE, IN A MANNER THAT ENSURES THAT THE NORTEL
LIENS (X) ONLY COVER EQUIPMENT OR OTHER ASSETS THAT ARE LEASED OR ACQUIRED AFTER
THE CLOSING DATE OR (Y) ARE JUNIOR TO THE LIENS IN FAVOR OF THE COLLATERAL
AGENT, AND (II) TO ENSURE THAT, UNTIL THE ACTIONS SPECIFIED IN CLAUSE (I) ABOVE
HAVE BEEN TAKEN TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT, SUCH NORTEL
LIENS DO NOT SECURE MORE THAN $3,000,000 IN PAYMENTS OWED TO NORTEL AT ANY ONE
TIME OUTSTANDING.
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, and
all Letters of Credit have expired or terminated (or fully collateralized in a
manner reasonably satisfactory to the LC Issuers with cash and/or letters of
credit) and all LC Disbursements have been reimbursed, each of the Parent and
the Borrower covenants and agrees with the Lenders that:
SECTION 6.01
INDEBTEDNESS;