Conditions Precedent to Closing and the Initial Advance. The obligation of each Lender to sign this Agreement and to make the initial Advance or issue the first Letter of Credit is subject to receipt by the Administrative Lender of each of the following, in form and substance satisfactory to the Administrative Lender, with a copy (except for the Notes) for each Lender: (a) A loan certificate of the Borrower, the Parent and each Subsidiary of the Borrower certifying as to the accuracy of their representations and warranties in the Loan Papers, certifying that no Default has occurred, and including a certificate of incumbency with respect to each Authorized Officer, and including (i) a copy of the Articles of Incorporation of the Borrower, the Parent and each Subsidiary of the Borrower, certified to be true, complete and correct by the secretary of state of its state of incorporation, (ii) a copy of the By-Laws of the Borrower, the Parent and each Subsidiary of the Borrower, as in effect on the Closing Date, (iii) a copy of the resolutions of the Borrower, the Parent and each Subsidiary of the Borrower authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party, and (iv) a copy of a certificate of good standing and a certificate of existence for the Borrower's, the Parent's, and each of the Borrower's Subsidiaries' state of incorporation and each state in which they are or should be qualified to do business; (b) duly executed Notes, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of the Available Commitment; (c) duly executed and completed confirmation agreement confirming obligations under (i) pledge agreements by the Parent and the Borrower; (ii) the Guaranty of the Obligations executed by the Parent and the Subsidiaries of the Borrower; (iii) Security Agreement by the Borrower, the Parent and the Subsidiaries of the Borrower granting the Lenders a lien and security interest in all assets owned by the Borrower, the Parent and the Subsidiaries of the Borrower; and (iv) all other Loan Papers, including without limitation, all mortgages, deeds of trust, and deeds to secure debt duly filed in all required locations and each item required to be delivered on Schedule 2.16 hereto, except those Loan Papers specifically agreed to in Section 6.15 hereof;
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Conditions Precedent to Closing and the Initial Advance. The obligation of each Lender to sign this Agreement and to make the initial Advance or issue the first Letter of Credit is subject to receipt by the Administrative Lender of each of the following, in form and substance satisfactory to the Administrative Lender, with a copy (except for the Notes) for each Lender:
(a) A loan certificate of the Borrower, Borrower and the Parent and each Subsidiary of the Borrower certifying as to the accuracy of their representations and warranties in the Loan Papers, certifying that no Default has occurred, and including a certificate of incumbency with respect to each Authorized Officer, and including (i) a copy of the Articles of Incorporation of the Borrower, Borrower and the Parent and each Subsidiary of the BorrowerParent, certified to be true, complete and correct by the secretary of state of its state of incorporation, (ii) a copy of the By-Laws of the Borrower, Borrower and the Parent and each Subsidiary of the BorrowerParent, as in effect on the Closing Date, (iii) a copy of the resolutions of the Borrower, Borrower and the Parent and each Subsidiary of the Borrower authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party, and (iv) a copy of a certificate of good standing and a certificate of existence for the Borrower's, 's and the Parent's, and each of the Borrower's Subsidiaries' state of incorporation and each state in which they are or should be qualified to do business;
(b) duly executed Notes, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of the Available Aggregate Commitment;
(c) duly executed and completed confirmation agreement confirming obligations under (i) pledge agreements by the Parent and the BorrowerParent; (ii) the Guaranty of the Obligations executed by the Parent and the Subsidiaries of the BorrowerParent; (iii) Security Agreement by the Borrower, the Parent and the Subsidiaries of the Borrower granting the Lenders a lien and security interest in all assets owned by the Borrower, the Parent and the Subsidiaries of the Borrower; and (iv) all other Loan Papers, including without limitation, all mortgages, deeds of trust, and deeds to secure debt duly filed in all required locations and each item required to be delivered on Schedule 2.16 hereto, except those Loan Papers specifically agreed to in Section 6.15 hereof;)
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Conditions Precedent to Closing and the Initial Advance. The obligation of each Lender to sign this Agreement and to make the initial Advance or issue the first Letter of Credit is subject to receipt by the Administrative Lender of each of the following, in form and substance satisfactory to the Administrative Lender, with a copy (except for the Notes) for each Lender:
(a) A loan certificate of the Borrower, the Parent and each Subsidiary of the Borrower certifying as to the accuracy of their its representations and warranties in the Loan Papers, certifying that no Default or Event of Default has occurred, and including a certificate of incumbency with respect to each Authorized Officer, and including (i) a copy of the Articles of Incorporation of the Borrower, the Parent Borrower and each Subsidiary of the Borrowerits Subsidiaries, certified to be true, complete and correct by the secretary of state of its each such Person's respective state of incorporation, (ii) a copy of the By-Laws of the Borrower, the Parent Borrower and each Subsidiary of the Borrowerits Subsidiaries, as in effect on the Closing Date, (iii) a copy of the resolutions of the Borrower, the Parent Borrower and each Subsidiary of the Borrower its Subsidiaries authorizing them to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which each of them is a party, (iv) a copy of each Material Contract of the Borrower and each Subsidiary of the Borrower, certified to be true, complete and correct by an Authorized Officer, and (ivv) a copy of a certificate of good standing and a certificate of existence for the Borrower's, the Parent's, 's and each of the Borrower's its Subsidiaries' state of incorporation and each state in which they are or should be qualified to do business;
(b) duly executed Notes, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of the Available Commitment;
(c) a duly executed Note, payable to the order of the Swingline Lender in the principal amount of $5,000,000;
(d) duly executed and completed confirmation pledge agreement confirming obligations under (i) pledge agreements by the Parent Borrower and any Subsidiary of the Borrower; , substantially in the form of the Pledge Agreement, pledging not less than 100% of the Capital Stock of each Subsidiary of the Borrower (iiother than the nine Subsidiaries of the Borrower listed on Schedule 4.01(d) hereto), to the Administrative Lender on behalf of Lenders to secure the Obligations, together with the Pledged Stock being pledged on the Closing Date and stock powers duly executed in blank by the Borrower;
(e) a duly executed and completed Subsidiary Guaranty of the Obligations executed by each of the Parent Subsidiaries of the Borrower;
(f) all other Loan Papers to be delivered on the Closing Date duly executed and completed, dated as of the Closing Date;
(g) UCC-11 searches of the Borrower and all of its Subsidiaries in each state in which any such Person is operating, together with copies of all financing statements filed against the Borrower or any Subsidiary of the Borrower, as debtor;
(h) opinions of (i) corporate counsel to the Borrower and each Subsidiary of the Borrower, addressed to the Administrative Lender on behalf of the Lenders and in form and substance satisfactory to the Lenders, dated the Closing Date and (ii) special FCC, PUC and telecommunications counsel to the Borrower and each Subsidiary of the Borrower in form and substance satisfactory to the Lenders, dated the Closing Date;
(i) copies of insurance binders or certificates covering the assets of the Borrower and each of its Subsidiaries, and meeting the requirements of Section 6.05 hereof;
(j) reimbursement for Administrative Lender of its reasonable fees and expenses and for Special Counsel's reasonable fees and expenses rendered through the date hereof;
(k) evidence that all corporate proceedings of the Borrower and each Subsidiary of the Borrower taken in connection with the transactions contemplated by this Agreement and the other Loan Papers shall be reasonably satisfactory in form and substance to the Lenders and Special Counsel; and the Lenders shall have received copies of all documents or other evidence which the Administrative Lender, Special Counsel or any Lender may reasonably request in connection with such transactions;
(l) copies of the following financial statements for the Borrower and its consolidated Subsidiaries, as of and for the period ended December 31, 1995 and September 30, 1996; (i) balance sheets as of the end of such period, and (ii) statements of income and changes in cash for such period; all in reasonable detail and certified by an Authorized Officer to the best of his knowledge to present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries and the results of operations for the period then ended and, except as noted therein, to be in accordance with GAAP (other than footnotes thereto);
(m) a duly completed Compliance Certificate evidencing no Default or Event of Default as of the Closing Date;
(n) all operating assets of the Borrower must be transferred to the Subsidiaries of the Borrower (subject to those assets listed on Schedule 4.01(n) hereto), and the Borrower shall be primarily a holding company for the stock of the Subsidiaries of the Borrower; and
(iiio) Security Agreement by in form and substance satisfactory to the Lenders and Special Counsel, such other documents, instruments and certificates as the Administrative Lender or any Lender may reasonably require in connection with the transactions contemplated hereby, including without limitation the status, organization or authority of the Borrower or any Subsidiary of the Borrower, the Parent and the Subsidiaries enforceability of the Borrower granting the Lenders a lien and security interest in all assets owned by for the Borrower, the Parent and the Subsidiaries of the Borrower; and (iv) all other Loan Papers, including without limitation, all mortgages, deeds of trust, and deeds to secure debt duly filed in all required locations and each item required to be delivered on Schedule 2.16 hereto, except those Loan Papers specifically agreed to in Section 6.15 hereof;Obligations.
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