AND THE SECURITY
DOCUMENTS AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT.
(E)
CONSENTS.
(I)
PERMITS AND LICENSES.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
COPIES OF ALL MATERIAL PERMITS AND LICENSES, INCLUDING THE LICENSES REQUIRED
UNDER
60
APPLICABLE LAWS, FOR THE CONDUCT OF THE LOAN PARTIES' AND THEIR RESPECTIVE
SUBSIDIARIES' BUSINESSES AS CONDUCTED ON SUCH DATE.
(II)
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, AND
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 INVOICED AND UNPAID FEES OR COMMISSIONS DUE HEREUNDER
(INCLUDING REASONABLE LEGAL FEES AND EXPENSES), AND TO ANY OTHER PERSON SUCH
AMOUNT AS MAY BE DUE THERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING ALL TAXES, FEES AND OTHER CHARGES IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDING, FILING AND REGISTRATION OF ANY OF THE LOAN
DOCUMENTS TO THE EXTENT EFFECTED ON OR PRIOR TO SUCH DATE.
(G)
MISCELLANEOUS.
(I)
PROCEEDINGS AND DOCUMENTS.
ALL OPINIONS, CERTIFICATES AND OTHER
INSTRUMENTS AND ALL PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF ALL
OTHER INSTRUMENTS AND OTHER EVIDENCE AS ADMINISTRATIVE AGENT MAY REQUEST, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TAKING OF ALL ACTIONS
IN CONNECTION THEREWITH.
(II)
LITIGATION, INVESTIGATIONS, AUDITS, ETC.
THERE SHALL BE NO
ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING AGAINST, OR, TO THE KNOWLEDGE
OF ANY LOAN PARTY, THREATENED AGAINST ANY LOAN PARTY, ANY OF ITS RESPECTIVE
SUBSIDIARIES OR ANY OF ITS RESPECTIVE PROPERTIES, INCLUDING THE LICENSES, IN ANY
COURT OR BEFORE ANY ARBITRATOR OF ANY KIND OR BEFORE OR BY ANY GOVERNMENTAL
AUTHORITY (INCLUDING THE FCC AND ANY APPLICABLE PUC), EXCEPT SUCH AS AFFECT THE
TELECOMMUNICATIONS INDUSTRY GENERALLY, THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(III)
VERIZON ACQUISITION DOCUMENTATION.
THERE SHALL HAVE BEEN NO
AMENDMENT, MODIFICATION, CHANGE OR CONSENT OR AGREEMENT TO ANY AMENDMENT,
MODIFICATION OR CHANGE TO THE VERIZON ACQUISITION DOCUMENTATION, EXCEPT TO THE
EXTENT SUCH AMENDMENT, MODIFICATION OR CHANGE (1) IS NOT ADVERSE TO THE
INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER AND THE LENDERS HAVE RECEIVED
WRITTEN NOTICE OF THE SAME OR (2) SUCH AMENDMENT, MODIFICATION OR CHANGE HAS
BEEN CONSENTED TO IN WRITING BY THE REQUISITE LENDERS UNDER THIS AGREEMENT (AND
EACH LENDER'S EXECUTION AND DELIVERY HEREOF CONSTITUTES