Common use of Loan Documents and Organizational Documents Clause in Contracts

Loan Documents and Organizational Documents. Borrowers shall have executed and/or delivered to Collateral Agent (or shall have caused to be executed and delivered to Collateral Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term Notes; (ii) All of the Security Documents, including without limitation, all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative Agent or its counsel, in connection with Borrowers’ compliance with the provisions of Section 2.16; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) of all corporate or other action taken by the Equity Holders of each Borrower authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of the Organizational Documents of each Borrower, with any amendments thereto, certified by a Duly Authorized Officer of such Borrower (attached as required in Part A of the form attached as Schedule 3.01); (v) The names, true signatures and incumbency of all Duly Authorized Officers of each Borrower which is party to a Loan Document; (vi) For each Borrower, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s state of formation or organization and of any other state in which such Borrower is authorized or qualified to transact business; (vii) No later than three (3) Business Days prior to the Closing Date, true and correct copies of all Licenses, and all other material governmental licenses, franchises and permits, all material FCC Consents, Final Orders and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 and 4.16; (viii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers and any other third parties as Agents shall require, the results thereof to be satisfactory to Agents; (ix) The Budget, Projections and historical financial statements of the Stations; (x) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced to in Section 4.21; (xi) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xiv) Such other supporting documents and certificates as Administrative Agent, Collateral Agent or Lenders may reasonably request.

Loan Documents and Organizational Documents. Borrowers The Borrower shall have executed and/or delivered to Collateral the Agent (or shall have caused to be executed and delivered to Collateral the Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term The Notes; (ii) All of the Security Documents, including without limitation, limitation all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, policies required by Administrative the Agent or its counsel, counsel in connection with Borrowers’ the Borrower's compliance with the provisions of Section 2.162.01 provided that the deliveries required under Section 2.01(a)(iv) may be deferred until the date of the first Loans under Section 1.01); (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) resolutions of all corporate the Board of Directors or other action taken by the Equity Holders Board of Advisors of each Borrower Company, or of each Company's stockholders, partners, members, managers, officers and/or corporate general partner, as the case may be, authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of (A) the Organizational Documents Certificate or Articles of Incorporation of each Borrowercorporate Company and each corporate general partner of a partnership Company, with any amendments thereto, certified by a Duly Authorized Officer the appropriate Secretary of State and by the Secretary or an Assistant Secretary of such Borrower Company or general partner, (attached as required in Part A B) the Articles of Organization or Certificate of Formation of each Company which is a limited liability company, certified by the appropriate Secretary of State and by the Manager of each Company and (C) the Certificate of Limited Partnership of each Company which is a limited partnership certified by the appropriate Secretary of State and the Secretary of the form attached as Schedule 3.01)corporate general partner of such Company; (v) The names, true signatures and incumbency A copy of all Duly Authorized Officers the By-Laws of each Borrower which is party to a Loan Documentcorporate Company, with any amendments thereto, certified by such Company's Secretary; (vi) A copy of the operating agreement of each Company which is a limited liability company, with any amendments thereto, certified by an appropriate, duly authorized officer of such Company, each of which operating agreements shall be reasonably satisfactory to the Agent and shall provide, among other matters, for appropriate procedures to ensure the full enforceability of the collateral assignment and pledge of membership interests to the Agent contemplated by the applicable Security Documents; (vii) A copy of the partnership agreement of each Company which is a partnership, with any amendments thereto, certified by the Secretary of the corporate general partner; (viii) For each BorrowerCompany, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s Company's state of organization or formation or organization and of any other state in which such Borrower Company is authorized or qualified to transact business; (viiix) No later than three (3) Business Days prior to To the Closing Dateextent requested by the Agent, true and correct complete copies of all Licenses, and all other material governmental govermental licenses, franchises and permits, all material FCC Consents, Final Orders and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 4.11, 4.12, 4.18 and 4.164.19; (viiix) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers Companies, any Seller transferring assets to a Company under the related Acquisition Agreement and any other third parties as Agents the Agent shall require, the results thereof to be satisfactory to Agentsthe Agent; (ixxi) The Budget, Projections True and historical financial statements complete copies of the StationsAcquisition Documents, the Indenture and the Acme Intermediate Indenture, which shall be reasonably satisfactory to the Agent; (xxii) The Opening Balance Sheet; (xiii) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced referred to in Section 4.214.20 and Schedule 4.20; (xixiv) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xivxv) Such other supporting documents and certificates as Administrative Agent, Collateral the Agent or the Lenders may reasonably requestrequest from time to time.

Loan Documents and Organizational Documents. Borrowers The Borrower shall have executed and/or delivered to Collateral the Agent (or shall have caused to be executed and delivered to Collateral the Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term The Notes; (ii) All of the Security Documents, including without limitation, limitation all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, policies required by Administrative the Agent or its counsel, counsel in connection with Borrowers’ the Borrower's compliance with the provisions of Section 2.162.01; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) resolutions of all corporate or other action taken by the Equity Holders Board of Directors of each Borrower Company, or of each Company's partners and/or corporate general partner, as the case may be, authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of the Organizational Documents Certificate or Articles of Incorporation of each Borrowercorporate Company and each corporate general partner of a partnership Company, with any amendments thereto, certified by a Duly Authorized Officer the appropriate Secretary of State and by the Secretary or an Assistant Secretary of such Borrower (attached as required in Part A of the form attached as Schedule 3.01)Company or general partner; (v) The names, true signatures and incumbency A copy of all Duly Authorized Officers the limited partnership agreement of each Borrower which is party to a Loan Documentpartnership Company, with any amendments thereto, certified by the Secretary or an Assistant Secretary of such Company's corporate general partner; (vi) For each BorrowerCompany, certificates of legal existence and good standing (both as to corporate corporation law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s Company's state of formation or organization and of any other state in which such Borrower Company is authorized or qualified to transact business; (vii) No later than three (3) Business Days prior to the Closing Date, to the extent requested by the Agent, true and correct copies of all LicensesFranchises, Licenses and DBS Agreements, all other material governmental licenses, franchises and permits, all material FCC Consents, Final Orders franchiser and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.064.07(a), 4.074.07(b), 4.09 4.11, 4.12, 4.18 and 4.164.19; (viii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers Companies, any Seller being paid with the proceeds of any Advances (and the assets to be acquired under the related Acquisition Agreement) and any other third parties as Agents the Agent shall require, the results thereof to be satisfactory to Agentsthe Agent; (ix) The Budget, Projections and historical financial statements of the StationsOpening Balance Sheet; (x) The Environmental Site Assessments for all owned Properties, the and completed Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced referred to in Section 4.214.23; (xi) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xivxii) Such other supporting documents and certificates as Administrative Agent, Collateral the Agent or the Lenders may reasonably requestrequest from time to time.

Loan Documents and Organizational Documents. Borrowers The Borrower shall have executed and/or delivered to Collateral the Agent (or shall have caused to be executed and delivered to Collateral the Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term The Notes; (ii) All of the Security Documents, including without limitation, limitation all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgagesMortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative the Agent or its counsel, in connection with Borrowers’ the Borrower's compliance with the provisions of Section 2.162.01; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) of all corporate the resolutions of the Board of Directors or other action taken by the Equity Holders governing body of each Borrower Company, or of each Company's equityholders, managers, officers and/or corporate general partner, as the case may be, authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy Copies of the Organizational Documents of each BorrowerCompany and each corporate general partner or manager of each Company, with any amendments thereto, certified (as applicable) by a Duly Authorized Officer the appropriate Secretary of State and by the Secretary or an Assistant Secretary of such Borrower Company, general partner or manager (in each case, attached as required in Part A of the form attached as Schedule 3.01); (v) The names, true signatures and incumbency of all Duly Authorized Officers of each Borrower which is party to a Loan Document; (vi) For each BorrowerCompany, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s Company's state of organization or formation or organization and of any other state in which such Borrower Company is authorized or qualified to transact business; (viivi) No later than three (3) Business Days prior to the Closing Date, to the extent requested by the Agent, true and correct copies of all CATV Franchises, FCC Licenses, NRTC Member Agreements and other DBS Agreements, all other material governmental licenses, franchises and permits, all material CATV Franchise Consents, FCC Consents, Final Orders NRTC Consents and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 4.08, 4.12, 4.13, 4.20 and 4.164.23; (viiivii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers Companies and any other third parties as Agents the Agent shall require, the results thereof to be satisfactory to Agentsthe Agent; (viii) The Opening Balance Sheet; (ix) The Budget, Projections Environmental Site Assessments and historical financial statements of the Stationssimilar diligence referenced in Section 4.24 and Schedule 4.24; (x) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced to in Section 4.21; (xi) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xivxi) Such other supporting documents and certificates as Administrative Agent, Collateral the Agent or the Lenders may reasonably requestrequest from time to time.

Loan Documents and Organizational Documents. Borrowers shall have executed and/or delivered to Collateral Agent (or shall have caused to be executed and delivered to Collateral Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term NotesNotes (if required); (ii) All In order to create in favor of Collateral Agent, for the benefit of the Secured Parties, a valid, perfected, first priority (except for Permitted Liens) security interest in the personal property Collateral, all of the Security Documents, including without limitation, all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative Agent or its counsel or Collateral Agent or its counsel, in connection with Borrowers’ ' compliance with the provisions of Section 2.16; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) of all corporate or other action taken by the Equity Holders of each Borrower authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of the Organizational Documents of each Borrower, with any amendments thereto, certified by a Duly Authorized Officer of such Borrower (attached as required in Part A of the form attached as Schedule 3.01); (v) The names, true signatures and incumbency of all Duly Authorized Officers of each Borrower which is party to a Loan Document; (vi) For each Borrower, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s 's state of formation or organization and of any other state in which such Borrower is authorized or qualified to transact business; (vii) No later than three (3) Business Days prior to the Closing Date, true and correct copies of all Licenses, and all other material governmental licenses, franchises and permits, all material FCC Consents, Final Orders and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 and 4.16; (viii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers and any other third parties as Agents shall require, the results thereof to be satisfactory to Agents; (ix) The Budget, Projections and historical financial statements of the Stations; (x) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced to in Section 4.21; (xi) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xiv) Such other supporting documents and certificates as Administrative Agent, Collateral Agent or Lenders may reasonably request.

Loan Documents and Organizational Documents. Borrowers The Borrower shall have executed and/or and/ or delivered to Collateral the Documentation Agent (or shall have caused to be executed and delivered to Collateral the Documentation Agent by the appropriate Persons)) as of the date hereof, the following: (i) the Revolving Credit Notes and the Term The Notes; (ii) All of the Security Documents, including without limitation, limitation all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative the Documentation Agent or its counsel, in connection with Borrowers’ the Borrower's compliance with the provisions of Section 2.16SECTION 2.01; (iii) Certified copies (attached as required in Part pursuant to PART A of the form attached as Schedule 3.01SCHEDULE 3.01(A)) of all corporate or other action taken by the Equity Holders resolutions of the Board of Directors of each Borrower Company authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of the Organizational Documents Certificate or Articles of Incorporation of each BorrowerCompany, with any amendments thereto, certified by a Duly Authorized Officer the appropriate Secretary of such Borrower State and (attached as required in Part pursuant to PART A of the form attached as Schedule 3.01SCHEDULE 3.01(A)) by the Secretary or an Assistant Secretary of such Company; (v) The names, true signatures and incumbency of all Duly Authorized Officers of each Borrower which is party to a Loan Document; (vi) For each BorrowerCompany, certificates of legal existence and good standing (both as to corporate corporation law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s Company's state of formation or organization and of any other state in which such Borrower Company is authorized or qualified to transact business; (viivi) No later than three (3) Business Days prior to the Closing Date, to the extent requested by the Documentation Agent, true and correct copies of the Senior 14% Notes, the Senior Note Indenture, the Tadiran Agreements and the Preferred Stock Exchange Agreements, all Licenses, and all other material governmental licenses, franchises and permits, all material FCC Consents, Final Orders and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules SCHEDULES 4.04, 4.06, 4.07, 4.09 4.16 and 4.164.19; (viiivii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers Companies and any other third parties as Agents the Documentation Agent shall require, the results thereof to be satisfactory to Agentsthe Documentation Agent; (viii) The Opening Balance Sheet; (ix) The Budget, Projections and historical financial statements of the Stations; (x) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced to in Section 4.21; (xi) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xivx) Such other supporting documents and certificates as Administrative Agent, Collateral the Documentation Agent or the Lenders may have reasonably requestrequested prior to the date hereof.

Loan Documents and Organizational Documents. Borrowers The Borrower shall have executed and/or delivered to Collateral the Agent (or shall have caused to be executed and delivered to Collateral the Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term The Notes; (ii) All of the Security Documents, including without limitation, limitation all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative the Agent or its counsel, in connection with Borrowers’ the Borrower's compliance with the provisions of Section 2.162.01; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) of all corporate or other action taken by the Equity Holders resolutions of the Board of Directors of each Borrower Company, or of each Company's stockholders, partners, managers, officers and/or corporate general partner, as the case may be, authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of (A) the Organizational Documents Certificate or Articles of Incorporation of each Borrowercorporate Company and each corporate general partner of each partnership Company, with any amendments thereto, certified by a Duly Authorized Officer the appropriate Secretary of State and by the Secretary or an Assistant Secretary of such Borrower Company or general partner, and (B) the Certificate of Limited Partnership of each Company which is a limited partnership, certified by the appropriate Secretary of State and the Secretary of the corporate general partner of such Company (in each case, attached as required in Part A of the form attached as Schedule 3.01); (v) The names, true signatures and incumbency A copy of all Duly Authorized Officers the By-Laws of each Borrower which is party to a Loan Documentcorporate Company, with any amendments thereto, certified by such Company's Secretary (attached as required in Part A of the form attached as Schedule 3.01); (vi) A copy of the partnership agreement of each Company which is a partnership, with any amendments thereto, certified by the Secretary of such Company's corporate general partner (attached as required in Part A of the form attached as Schedule 3.01); (vii) For each BorrowerCompany, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s Company's state of organization or formation or organization and of any other state in which such Borrower Company is authorized or qualified to transact business; (viiviii) No later than three (3) Business Days prior to the Closing Date, to the extent requested by the Agent, true and correct copies of all CATV Franchises, FCC Licenses, NRTC Member Agreements and other DBS Agreements, all other material governmental licenses, franchises and permits, all material CATV Franchise Consents, FCC Consents, Final Orders NRTC Consents and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 4.08, 4.12, 4.13, 4.20 and 4.164.23; (viiiix) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers Companies, any Seller being paid with the proceeds of any Loans (and the assets to be acquired under the related Acquisition Agreement) and any other third parties as Agents the Agent shall require, the results thereof to be satisfactory to Agents; (ix) The Budget, Projections and historical financial statements of the StationsAgent; (x) The Opening Balance Sheet; (xi) The Environmental Site Assessments for all owned Properties, the Environmental Questionnaires for all leased Properties (as required by Lenders) and similar diligence referenced to in Section 4.214.24 and Schedule 4.24; (xixii) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders and confirming a combined Compressed Sale Value of Stations of not less than $122,222,222; (xiii) An Option Agreement (the “Option Agreement”) and a Warrant (the “Warrant”) in form and substance acceptable to Administrative Agent granting to Silver Point the right under certain circumstances to acquire Equity Securities consisting of Class A common stock of EBC; and (xivxiii) Such other supporting documents and certificates as Administrative Agent, Collateral the Agent or the Lenders may reasonably requestrequest from time to time.