FairPoint Communications 2004 Annual Report Download - page 258

equity assets to be effected by a Qualified Subsidiary (directly or through a Subsidiary of such Qualified Subsidiary) in circumstances where the capital
stock or other equity interests of the Acquired Person acquired pursuant to such Permitted Acquisition are not to be pledged under the Pledge Agreement or the
assets so acquired pursuant to such Permitted Acquisition are not held by a Person which is (or will concurrently become) a Pledged Subsidiary or (y) the
creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other
equity interests of such Telco or Carrier Services Company is (or are) not to be pledged under the Pledge Agreement, the Pro Forma EBITDA Test is satisfied
and (ix) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer, certifying to the best of his
knowledge, compliance with the requirements of preceding clauses (i) through (vii), inclusive, and containing the calculations required by the preceding
clauses (iv), (v), (vii) and (viii).
(b) The Borrower will use reasonable best efforts to obtain as promptly as practicable after the consummation of any Permitted
Acquisition, any approvals not obtained on or prior to the date of the consummation of such Permitted Acquisition, provided that (x) it shall not be a default
under this Section 6.10 if the Borrower fails to obtain any such approval, after having used commercially reasonable efforts to obtain same and (y) the
Borrower may cease to seek to obtain any such approvals if it has been advised by counsel or the applicable governmental agency that it will not, or is not
reasonably likely to, obtain such approval, provided, further, that, in the event the Borrower is able to obtain any approval required to be obtained in
accordance with the terms of this Section 6.10, the Borrower shall use commercially reasonable efforts to obtain as promptly as practicable after receipt of
such approval, an opinion of local counsel reasonably satisfactory to the Administrative Agent covering the regulatory aspects, if any, of the respective
Permitted Acquisition, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent.
(c) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock
or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall
be pledged for the benefit of the Secured Creditors pursuant to the Pledge Agreement as, and to the extent required by, Section 7.07.
(d) The Borrower shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, a Permitted Acquisition to
comply with, and to execute and deliver, all of the documentation (if any) required by, Section 7.07, to the reasonable satisfaction of the Administrative Agent.
(e) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by the Borrower that the
certifications by the Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.10(a) are true and correct and that all conditions thereto have
been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without limitation, Sections 4 and 8.
6.11 CoBank Capital. The Borrower will purchase such participation certificates in CoBank as CoBank may require from time to time
in accordance with its bylaws. The
52