the Obligors, substantially in the form of Exhibit K and (v) Davis Polk &
Wardwell, special counsel for the Agents, substantially in the form of Exhibit
L, and each covering such other matters relating to the Obligors, the Loan
Documents or the Transactions as the Required Lenders shall reasonably request.
The Borrower hereby requests each of Dow, Lohnes & Albertson, PLLC, Stone,
Pigman, Walther, Wittmann & Hutchinson, L.L.P., and Bass, Berry & Sims PLC to
deliver such opinion.
(d) The Lenders shall have received all the financial statements
referred to in Sections 3.04(a) and 3.04(c).
(e) The Lenders shall have received an environmental report prepared
by Dames and Moore with respect to the Targets, the Borrower and its
Subsidiaries, in each case in form and substance reasonably satisfactory to the
(f) Each of the Syndication Agent and the Administrative Agent shall
have received evidence satisfactory to it that each Obligor is in compliance
with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property (including, without limitation, the Cable Act,
the Communications Act, the Copyright Act and any Environmental Laws), except
for any failure to so comply which the Syndication Agent, in its reasonable
discretion, has determined to be immaterial.
(g) The Syndication Agent and the Administrative Agent shall have
received a certificate of a Financial Officer listing all real property owned or
leased by the Borrower and its Subsidiaries.
(h) The Syndication Agent and the Administrative Agent shall have
received a certificate of a Financial Officer, setting forth and opining as to
the reasonableness of the insurance programs maintained with respect to the
Targets, the Borrower and its Subsidiaries, all in form and substance reasonably
satisfactory to the Syndication Agent and the Administrative Agent.
(i) There shall be no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or threatened against or
affecting Parent Companies, the Borrower or any of their respective Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect or (ii) that involve the
Loan Documents or the Transactions.
(j) (i) The aggregate amount of funds required by the Borrower with
respect to the Acquisition (including without limitation for the payment of