Common use of Other Deliverables Clause in Contracts

Other Deliverables. The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel: (i) customary written opinions of counsel for the Loan Parties (including the Successor ▇▇▇▇▇▇▇▇ and the New Guarantors), duly executed and dated as of the Third Amendment Effective Date; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) ▇▇▇▇ and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor ▇▇▇▇▇▇▇▇ qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested it; and (ix) such other documents in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably request.

Other Deliverables. The Administrative Agent shall have received each First Bank has delivered to FNB all of the following in form agreements, certifications and substance satisfactory to the Administrative Agent and, if applicable, its counselother deliverables: (i) customary written opinions an executed Assignment and Assumption of counsel for Liabilities Agreement in substantially the Loan Parties (including the Successor ▇▇▇▇▇▇▇▇ and the New Guarantors), duly executed and dated as of the Third Amendment Effective Dateform set forth in Exhibit A; (ii) subject to Section 6.15 an executed Assignment and Assumption of Assumed Contracts Agreement in substantially the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is form set forth in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicableExhibit B; (iii) unless otherwise agreed to by an executed ▇▇▇▇ of Sale in substantially the Third Amendment Lenders form set forth in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effectExhibit C; (iv) evidence that all Indebtedness contemplated to be repaid an executed Assignment and Assumption of Loans Agreement in connection with substantially the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness releasedform set forth in Exhibit D; (v) ▇▇▇▇ an executed Assignment, Transfer and litigation search reports with respect to Appointment of Successor Custodian for Custodial Accounts in substantially the Loan Parties, form set forth in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted LiensExhibit E; (vi) subject to an executed Limited Power of Attorney in substantially the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) form set forth in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered.Exhibit F; (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of an executed Escrow Agreement in substantially the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, form set forth in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective DateExhibit G; (viii) so long as requested at least ten Warranty Deeds for each parcel of Owned Real Property and OREO and related groundwater hazard statements with negative responses; (10ix) business days prior to a certified copy of the Third Amendment Effective Date, (A) at least five (5) Business Days prior to resolutions of the Third Amendment Effective Date, all documentation Board of Directors and other information with respect to Shareholders of First Bank authorizing the Successor Borrower execution of this Agreement and the consummation of the P&A Transaction; (x) a Certificate or Certificates signed by an authorized officer of First Bank stating that all of the conditions set forth in Sections 7.02(b) and (c) have been satisfied or waived, as provided therein; (xi) the Records; (xii) Listings of the Transferred Loans and of the Deposits as of the close of business on the Closing Date on magnetic tape or utilizing such other Guarantors (after giving effect to method of information transfer as the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsparties may mutually agree, includingwhich Deposit Listings shall include, without limitationfor each account, the USA PATRIOT Act account number, outstanding principal balance, and accrued interest (B) to the extent that the Successor ▇▇▇▇▇▇▇▇ qualifies or if such listings are not available at Closing, as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership soon as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested itavailable thereafter); and (ixxiii) such other documents in connection with documents, instruments, certificates and other agreements as FNB may reasonably require to effect the transactions contemplated hereby by this Agreement to be consummated as of the Administrative Agent and its counsel may reasonably requestClosing.

Other Deliverables. The Administrative Agent Company shall have received each delivered or caused to be delivered to Parent all of the following in form agreements, instruments and substance satisfactory documents required to be delivered to Parent pursuant to the Administrative Agent andforegoing provisions of this Section 7.2, if applicable, its counseltogether with: (i1) customary the written opinions and, other than with reference to the consummation of counsel for the Loan Parties Merger, unconditional resignations of all of the current members of the Company Board and of the current officers of the Company (including the Successor ▇▇other than those offices to which ▇▇▇▇▇▇ and the New GuarantorsSub has appointed such current officer), duly executed and dated effective as of the Third Amendment Effective DateTime; (ii2) subject to Section 6.15 a legal opinion of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) ▇▇▇▇▇ and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor ▇▇& ▇▇▇▇▇▇ qualifies LLP, counsel to the Company, in substantially the form of Exhibit K, with such standard and customary procedures, qualifications and limitations as a “legal entity customer” under the Beneficial Ownership Regulation, at least three are in form and substance reasonably satisfactory to DGSE and its counsel; (3) Business Days a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to Stanford, in substantially the form of Exhibit L, with such standard and customary procedures, qualifications and limitations as are in form and substance reasonably satisfactory to DGSE and its counsel; (4) evidence of the termination of all registration rights agreements to which the Company is a party or by which it is bound; (5) evidence of the termination of all indemnity agreements to which the Company and any of its current or former officers, directors or other fiduciaries are parties; (6) with respect to each of the Company's stock options identified in Section 4.3(c)(1) of the Company Disclosure Schedules as having been granted on April 30, 1999, evidence that such option has been (i) terminated, or (ii) amended, in form and substance reasonably satisfactory to Parent, to provide for the assumption by Parent of such Option pursuant to the terms and provisions of Section 3.7; (7) an Affiliate Letter from each Company Affiliate (after giving effect to any conversion and exchanges contemplated by Section 6.20); (8) certificates dated as of a date within a reasonable period of time prior to the Third Amendment Effective DateClosing Date as to the good standing of the Company and each material Company Subsidiary, a customary certification regarding beneficial ownership as required executed by the Beneficial Ownership Regulation appropriate officials of the applicable state of incorporation, organization or formation, and each other jurisdiction in relation which the Company or each material Company Subsidiary is licensed or qualified to the Successor Borrower shall have been received by any Lender that has requested itdo business as a foreign corporation; and (ix9) such other documents in connection with a certificate executed by the transactions contemplated hereby secretary of the Company certifying, as complete and accurate as of the Administrative Agent Closing Date, (i) the complete Organizational Documents of the Company and its counsel may reasonably requesteach material Company Subsidiary, and (ii) the resolutions or actions of each of the stockholders of the Company and the Board of Directors of the Company approving this Agreement or the Merger.

Other Deliverables. The Administrative Agent Lender shall have received the following, each of which shall be originals or .pdf (or other electronic) copies unless otherwise specified, each properly executed by an officer of the following Borrower and each dated the Closing Date (or, in form and substance satisfactory to the Administrative Agent andcase of certificates of governmental officials, if applicable, its counsel:a recent date before the Closing Date): (i) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by Applicable Law) authorized for filing under the Uniform Commercial Code or other Applicable Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required to perfect the security interests intended to be created by the Security Agreement; (ii) a copy of the Organization Documents of the Borrower, including all amendments thereto, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, together with: (A) a certificate as to the good standing of the Borrower, as of a recent date, from the Secretary of State or other applicable Governmental Authority of its jurisdiction of organization; (B) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Organization Documents of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below; (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (3) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; and (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of the Borrower executing the certificate pursuant to clause (B) above; (iii) a customary written opinions legal opinion of counsel for the Loan Parties (including the Successor ▇▇A) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (B) in-house counsel to the Borrower, in each case as to matters of New Guarantors)York and United States federal law, duly executed and addressed to the Lender, dated as of the Third Amendment Effective Closing Date; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force form and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) ▇▇▇▇ and litigation search reports with respect to the Loan Parties, in scope substance reasonably satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and deliveredLender. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor ▇▇▇▇▇▇▇▇ qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested it; and (ix) such other documents in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably request.

Other Deliverables. The Administrative Agent (a) Seller shall have received each delivered to Purchaser copies of the following in form certificate of incorporation or similar Organizational Documents of Seller, LCS, LMIC and substance satisfactory to the Administrative Agent andeach Transferred Company, if applicable, its counsel: (i) customary written opinions of counsel for the Loan Parties (including the Successor ▇▇▇▇▇▇▇▇ and the New Guarantors), duly executed and dated certified as of the Third Amendment Effective Date; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence a date that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) ▇▇▇▇ and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other earlier than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective DateClosing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization; (b) Seller shall have delivered to Purchaser a certificate of good standing (or local law equivalent) for Seller, all documentation LCS, LMIC and other information with respect to the Successor Borrower and the other Guarantors each Transferred Company, issued as of a date that is no earlier than ten (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor ▇▇▇▇▇▇▇▇ qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (310) Business Days prior to the Third Amendment Effective Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization; (c) Seller shall have delivered to Purchaser a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated the Closing Date, a customary certification regarding beneficial ownership in form and substance reasonably satisfactory to Purchaser, as required by the Beneficial Ownership Regulation in relation to: (A) no amendments to the Successor Borrower certificate of incorporation or similar Organizational Document of Seller; (B) the bylaws of Seller; (C) the resolutions of the board of directors (or a duly authorized committee thereof) of Seller, LCS and LMIC authorizing the execution, delivery, and performance of this Agreement and each other Transaction Agreement to which Seller is a party, and (D) incumbency and specimen signatures of the officers of Seller executing this Agreement or any other agreement contemplated by this Agreement; (d) The Books and Records, provided, however, to the extent that the Books and Records are in the possession of an Affiliate of Seller, the conditions set forth in this Section 7.9(d) shall have been received by any Lender that has requested itbe deemed satisfied so long as Seller shall use commercially reasonable efforts to provide such Books and Records promptly following the Closing Date; and (ixe) such other documents One or more CDs including the Organizational Documents of each Transferred Company, as amended to the Contract Date, the Material Contracts and Reinsurance Agreements made available in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably requestelectronic data room.

Other Deliverables. The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel: (i) customary written opinions of counsel for the Loan Parties (including the Successor ▇▇▇▇▇▇▇▇ and the New Guarantors)Parties, duly executed and dated as of the Third Fourth Amendment Effective Date; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) Extending Facilities and the other transactions contemplated thereby hereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) ▇▇▇▇ Lien and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by ▇▇▇▇▇▇, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viiiv) so long as requested at least ten (10) business days Business Days prior to the Third Fourth Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Fourth Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor ▇▇▇▇▇▇▇▇ Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Fourth Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested it; and (ixvi) such other documents in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably request.