FairPoint Communications 2004 Annual Report Download - page 239

(a) Effectiveness; Notes. (i) The Effective Date shall have occurred as provided in Section 11.10 and (ii) there shall have been
delivered to the Administrative Agent for the account of each Lender requesting same the appropriate Note or Notes executed by the Borrower, in each case, in
the amount, maturity and as otherwise provided herein.
(b) Opinions of Counsel. The Administrative Agent shall have received (i) from Paul, Hastings, Janofsky & Walker LLP, special
counsel to the Credit Parties, an opinion addressed to each Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date
substantially in the form of Exhibit D and (ii) from local and special FCC counsel to the Pledge Parties reasonably satisfactory to the Agents, such opinions as
the Agents may reasonably request, which opinions shall (x) be addressed to each Agent, the Collateral Agent and each of the Lenders and be dated the Initial
Borrowing Date, (y) cover such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) be in form, scope
and substance reasonably satisfactory to the Agents.
(c) Company Proceedings. (i) The Administrative Agent shall have received a certificate, dated the Initial Borrowing Date, signed by
an Authorized Officer in the form of Exhibit E with appropriate insertions and deletions, together with (x) copies of the certificate of incorporation, by-laws or
other organizational documents of each Pledge Party and (y) the resolutions of each Pledge Party referred to in such certificate and all of the foregoing (including
each such organizational document) shall be reasonably satisfactory to the Administrative Agent and (z) a statement that all of the applicable conditions set
forth in Sections 4.01(e), (f), (g), (k), (l) and (n) and 4.02(b) have been satisfied as of such date.
(ii) On the Initial Borrowing Date, all Company proceedings, all legal proceedings and all instruments and agreements in connection
with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good
standing certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents may have reasonably requested in
connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
(d) Plans; etc. On or prior to the Initial Borrowing Date, there shall have been made available to the Administrative Agent true and
correct copies of the following documents, in each case as same will be in effect on the Initial Borrowing Date after the consummation of the Transaction:
(i) all Plans (and for each Plan that is required to file an annual report on Internal Revenue Service Form 5500-series, a copy of the
most recent such report (including, to the extent required, the related financial and actuarial statements and other supporting statements,
certifications, schedules and information), and for each Plan that is a “single-employer plan,” as defined in Section 4001(a)(15) of ERISA, the most
recently prepared actuarial valuation therefor) and any other “employee benefit plans,” as defined in Section 3(3) of ERISA, and any other material
agreements, plans or arrangements, with or for the benefit of current or former employees of the Borrower or any of its
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