OR BY ANY GOVERNMENTAL AUTHORITY (INCLUDING THE
FCC), EXCEPT SUCH AS AFFECT THE TELECOMMUNICATIONS INDUSTRY GENERALLY, THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.2.
CONDITIONS TO ALL LOANS.
THE OBLIGATIONS OF
LENDERS TO MAKE LOANS, INCLUDING ANY LOAN ON THE AMENDMENT DATE, AND OF ISSUING
LENDERS TO ISSUE LETTERS OF CREDIT, INCLUDING THE INITIAL LETTER OF CREDIT, ON
ANY DATE (EACH SUCH DATE A "FUNDING DATE"), ARE SUBJECT TO THE FURTHER
CONDITIONS PRECEDENT SET FORTH BELOW.
(1)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED,
IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 1.3, A NOTICE OF BORROWING
REQUESTING AN ADVANCE OF A LOAN OR SUCH NOTICE AS ISSUING LENDER SHALL REQUIRE
FOR THE ISSUANCE OF A LETTER OF CREDIT.
43
(2)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 5 OF THIS AGREEMENT AND ELSEWHERE HEREIN AND IN THE LOAN
DOCUMENTS SHALL BE (AND EACH REQUEST BY BORROWER FOR A LOAN OR A LETTER OF
CREDIT SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY BORROWER THAT SUCH
REPRESENTATIONS AND WARRANTIES ARE) TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF SUCH FUNDING DATE TO THE SAME EXTENT AS THOUGH MADE ON AND AS OF THAT
DATE, EXCEPT FOR ANY REPRESENTATION OR WARRANTY LIMITED BY ITS TERMS TO A
SPECIFIC DATE AND TAKING INTO ACCOUNT ANY AMENDMENTS TO THE SCHEDULES OR
EXHIBITS AS A RESULT OF ANY DISCLOSURES MADE IN WRITING BY BORROWER TO
ADMINISTRATIVE AGENT AFTER THE AMENDMENT DATE SO LONG AS WHAT IS BEING DISCLOSED
DOES NOT GIVE RISE TO A DEFAULT OR AN EVENT OF DEFAULT.
(3)
NO EVENT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT FROM THE CONSUMMATION OF THE BORROWING OR ISSUANCE
CONTEMPLATED THAT WOULD CONSTITUTE AN EVENT OF DEFAULT OR A DEFAULT.
(4)
NO ORDER, JUDGMENT OR DECREE OF ANY COURT,
ARBITRATOR OR GOVERNMENTAL AUTHORITY SHALL PURPORT TO ENJOIN OR RESTRAIN ANY
LENDER FROM MAKING ANY LOAN OR ISSUING LENDER FROM ISSUING ANY LETTER OF CREDIT.
(5)
SINCE DECEMBER 31, 2007, THERE SHALL NOT
HAVE OCCURRED ANY EVENT OR CONDITION THAT HAS HAD OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(6)
ALL LOAN DOCUMENTS SHALL BE IN FULL FORCE
AND EFFECT.
SECTION 8
ASSIGNMENT AND PARTICIPATION
8.1.
ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND
NOTES.
(A)
GENERAL.
NO LENDER MAY ASSIGN OR OTHERWISE
TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT (I) TO AN ASSIGNEE IN
ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 8.1(B), (II) BY WAY OF
PARTICIPATION IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 8.1(D), OR
(III) BY WAY OF PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE
RESTRICTIONS OF SUBSECTION 8.1(F) (AND ANY OTHER ATTEMPTED ASSIGNMENT OR
TRANSFER BY ANY PARTY HERETO SHALL BE NULL AND VOID).
NOTHING IN THIS
AGREEMENT, EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON
(OTHER THAN THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, PARTICIPANTS TO THE EXTENT PROVIDED IN SUBSECTION 8.1(D) AND,
TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF