CAPITAL, TO FINANCE CAPITAL EXPENDITURES PERMITTED HEREUNDER,
TO FINANCE ACQUISITIONS AND INVESTMENTS PERMITTED HEREUNDER (INCLUDING PERMITTED
ACQUISITIONS AND INVESTMENTS AND THE VERIZON ACQUISITION), TO FINANCE RESTRICTED
JUNIOR PAYMENTS PERMITTED HEREUNDER, TO SUPPORT THE ISSUANCE OF LETTERS OF
CREDIT, TO FINANCE CERTAIN TRANSACTIONS COSTS IN CONNECTION WITH ALL OF THE
FOREGOING, AND OTHER LAWFUL CORPORATE PURPOSES OF BORROWER AND ITS SUBSIDIARIES
PERMITTED HEREUNDER; PROVIDED THAT THE PROCEEDS OF THE TERM LOAN B SHALL BE USED
SOLELY TO FINANCE THE VERIZON ACQUISITION AND TRANSACTION COSTS IN CONNECTION
WITH THE VERIZON ACQUISITION AND THIS AGREEMENT; AND PROVIDED, FURTHER, HOWEVER,
THE PROCEEDS OF ANY INCREMENTAL TERM LOAN SHALL BE USED SOLELY FOR THE PURPOSES
DESCRIBED IN THE AMENDMENT OR SUPPLEMENT TO THIS AGREEMENT EVIDENCING SUCH
INCREMENTAL TERM LOAN FACILITY.
NO PART OF ANY LOAN WILL BE USED (DIRECTLY OR
INDIRECTLY) TO PURCHASE ANY "MARGIN STOCK" AS DEFINED IN, OR OTHERWISE IN
VIOLATION OF, THE REGULATIONS OF THE FEDERAL RESERVE SYSTEM.
2.6
FURTHER ASSURANCES; NOTICES.
THE LOAN
PARTIES WILL, AND WILL CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO, FROM TIME
TO TIME, DO, EXECUTE, AUTHORIZE AND DELIVER, AS THE CASE MAY BE, ALL SUCH
ADDITIONAL AND FURTHER ACTS, DOCUMENTS AND INSTRUMENTS AS ADMINISTRATIVE AGENT
REASONABLY REQUESTS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND TO
VEST COMPLETELY IN AND ASSURE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES
OF THEIR RESPECTIVE RIGHTS UNDER
27
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING SUCH FINANCING
STATEMENTS, DOCUMENTS, SECURITY AGREEMENTS AND REPORTS TO EVIDENCE, PERFECT OR
OTHERWISE IMPLEMENT THE SECURITY FOR REPAYMENT OF THE SECURED OBLIGATIONS
CONTEMPLATED BY THE LOAN DOCUMENTS.
OTHER THAN WITH RESPECT TO THE VERIZON
ACQUISITION, BORROWER WILL NOTIFY ADMINISTRATIVE AGENT IN EACH COMPLIANCE
CERTIFICATE DELIVERED PURSUANT TO SUBSECTION 4.5(C) OF (A) THE ACQUISITION IN
FEE SIMPLE BY ANY LOAN PARTY OF ANY REAL PROPERTY WITH A PURCHASE PRICE IN
EXCESS OF $1,000,000 OR AS TO WHICH THE LOSS THEREOF WOULD HAVE A MATERIAL
ADVERSE EFFECT (A "MATERIAL OWNED PROPERTY"), (B) THE LEASE OR LICENSE BY ANY
LOAN PARTY AFTER THE DATE HEREOF OF ANY REAL PROPERTY AS TO WHICH (I) THE ANNUAL
RENTALS OR EQUIVALENT PAYMENTS EXCEED $200,000, (II) THE BOOK VALUE OF THE
ASSETS OF THE LOAN PARTY LOCATED ON THE LEASED OR LICENSED LOCATION IS IN EXCESS
OF $1,000,000 OR (III) THE LOSS THEREOF WOULD HAVE A MATERIAL ADVERSE EFFECT (A
"MATERIAL LEASED PROPERTY"), (C) THE ACQUISITION BY ANY LOAN PARTY OF THE
OWNERSHIP OF OR THE LICENSE TO USE ANY MATERIAL REGISTERED INTELLECTUAL PROPERTY
(INCLUDING ANY DOMAIN NAME THE LOSS OF WHICH WOULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT), ANY COMMERCIAL TORT CLAIM KNOWN TO A LOAN
PARTY (SUCH THAT A SENIOR OFFICER OF SUCH LOAN PARTY HAS ACTUAL KNOWLEDGE OF THE
EXISTENCE OF A TORT CAUSE OF ACTION AND NOT MERELY OF THE EXISTENCE OF THE FACTS
GIVING RISE TO SUCH CAUSE OF ACTION AND KNOWN TO INVOLVE AN AMOUNT IN
CONTROVERSY IN EXCESS OF $1,000,000 INDIVIDUALLY OR $5,000,000 IN THE
AGGREGATE), AND (D) THE OPENING