FairPoint Communications 2004 Annual Report Download - page 240

Subsidiaries or any ERISA Affiliate (provided that the foregoing shall apply in the case of any multiemployer plan, as defined in 4001(a)(3) of
ERISA, only to the extent that any document described herein is in the possession of the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate or reasonably available thereto from the sponsor or trustee of any such plan);
(ii) any collective bargaining agreements or any other similar agreement or arrangements covering the employment arrangements of the
employees of the Borrower or any of its Subsidiaries;
(iii) all agreements entered into by the Borrower or any Subsidiary governing the terms and relative rights of its capital stock or other
equity interests;
(iv) any material agreement with respect to the management of the Borrower or any of its Subsidiaries;
(v) any material employment agreements entered into by the Borrower or any of its Subsidiaries; and
(vi) any tax sharing, tax allocation and other similar agreements entered into by the Borrower and/or any of its Subsidiaries with any
entity not a Pledge Party;
with all of the foregoing to be reasonably satisfactory to the Administrative Agent.
(e) Adverse Change, etc. Since December 31, 2003, nothing shall have occurred, and neither any Agent nor the Required Lenders
shall have first become aware of any facts or conditions not previously known, in each case which any Agent or the Required Lenders shall reasonably
determine has had, or is reasonably likely to have, a Material Adverse Effect.
(f) Litigation. There shall be no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened (a) with
respect to this Agreement or any other Document or (b) which any Agent or the Required Lenders shall reasonably determine has had, or is reasonably likely to
have, a Material Adverse Effect.
(g) Approvals. All necessary material governmental and third party approvals in connection with the Documents (including, without
limitation, all necessary material approvals required by the FCC and the applicable PUCs) shall have been obtained and remain in effect.
(h) Subsidiary Guaranty. Each 1st-Tier Subsidiary of the Borrower on the Initial Borrowing Date shall have duly authorized,
executed and delivered a Subsidiary Guaranty in the form of Exhibit F hereto (as modified, amended, restated and/or supplemented from time to time in
accordance with the terms hereof and thereof, the “ Subsidiary Guaranty”), and the Subsidiary Guaranty shall be in full force and effect.
(i) Pledge Agreement. The Borrower, each 1st-Tier Subsidiary of the Borrower on the Initial Borrowing Date and each Parent
Company that is a Subsidiary on the Initial Borrowing Date shall have each duly authorized, executed and delivered a Pledge
34