MAKE THE
MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED
LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL, OR SHALL BE INTERPRETED TO, LIMIT THE TERMS AND CONDITIONS
SET FORTH IN THE GENERAL RELEASE (AS DEFINED IN THE EXCHANGE AGREEMENT).
8.5
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES
MADE IN ANY LOAN DOCUMENTS SHALL, EXCEPT TO THE EXTENT OTHERWISE PROVIDED
THEREIN, SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE MAKING OF THE
LOANS AND THE EXECUTION AND DELIVERY OF ANY NOTE, AND SHALL CONTINUE IN FULL
FORCE AND EFFECT SO LONG AS ANY LOANS REMAIN OUTSTANDING OR ANY OTHER
OBLIGATIONS REMAIN UNPAID OR ANY OBLIGATION TO PERFORM ANY OTHER ACT HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT REMAINS UNSATISFIED.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF HOLDINGS AND BORROWER UNDER
SECTIONS 2.8, 2.16 AND 8.4, AND ALL SIMILAR OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS (INCLUDING ALL OBLIGATIONS TO PAY COSTS AND EXPENSES AND ALL INDEMNITY
OBLIGATIONS), SHALL SURVIVE THE REPAYMENT OF THE LOANS.
37
8.6
BENEFITS OF AGREEMENT.
THE LOAN DOCUMENTS ARE ENTERED INTO FOR THE
SOLE PROTECTION AND BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND
ASSIGNS AND THE INDEMNIFIED PERSONS REFERRED TO IN SECTION 8.4, AND NO OTHER
PERSON (OTHER THAN CISCO SYSTEMS TO THE EXTENT PROVIDED FOR IN THE LOAN
DOCUMENTS) SHALL BE A DIRECT OR INDIRECT BENEFICIARY OF, OR SHALL HAVE ANY
DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN CONNECTION WITH, ANY LOAN
DOCUMENT.
8.7
BINDING EFFECT; SUCCESSORS AND ASSIGNS.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF THE AGENT (WHICH SHALL
NOT BE UNREASONABLY WITHHELD), AT ANY TIME ASSIGN AND DELEGATE TO ONE OR MORE
ELIGIBLE ASSIGNEES (EACH AN "ASSIGNEE") ALL, OR ANY RATABLE PART OF ALL, OF THE
LOANS AND THE OTHER RIGHTS AND OBLIGATIONS OF SUCH LENDER HEREUNDER; PROVIDED,
HOWEVER, THAT (I) NO LENDER MAY MAKE ANY SUCH ASSIGNMENT TO ANY DIRECT
COMPETITOR OF BORROWER, HOLDINGS OR ADDITIONAL BORROWER, WHOSE PRIMARY BUSINESS
IS PROVIDING TELECOMMUNICATIONS SERVICES, (II) NO WRITTEN CONSENT OF AGENT SHALL
BE REQUIRED IN CONNECTION WITH ANY ASSIGNMENT AND DELEGATION BY A LENDER TO AN
ELIGIBLE ASSIGNEE THAT IS ANOTHER LENDER OR AN AFFILIATE OF SUCH LENDER OR AN
APPROVED FUND; AND (III) EXCEPT IN CONNECTION WITH AN ASSIGNMENT OF ALL OF A
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO ITS
LOANS, ANY SUCH ASSIGNMENT
TO AN ELIGIBLE ASSIGNEE THAT IS NOT A LENDER HEREUNDER SHALL BE EQUAL TO OR
GREATER THAN $1,000,000; AND PROVIDED FURTHER, HOWEVER, THAT HOLDINGS, BORROWER
AND AGENT MAY CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH THE INTEREST SO ASSIGNED TO AN ASSIGNEE UNTIL (A) SUCH LENDER
AND ITS ASSIGNEE SHALL HAVE DELIVERED TO HOLDINGS, BORROWER AND AGENT AN
ASSIGNMENT AND ACCEPTANCE AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A (AN
"ASSIGNMENT AND ACCEPTANCE"), TOGETHER WITH ANY NOTE SUBJECT TO SUCH ASSIGNMENT;
(B) A WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS,
ADDRESSES