Verizon Communications (VZ)

CONDITIONS TO CLOSING

Section 5.1 Condition to Parties’ Obligations. The obligations of the Parties to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the condition that no statute, rule, regulation, judgment, decree or order of any kind shall have been enacted, entered, promulgated or enforced by any court or other Governmental Authority that prohibits the consummation of the transactions contemplated hereby or has the effect of making them illegal.

Section 5.2 Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:

(a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement;

(b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect;

(c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect,

(d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated;

(e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement;

(f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and

(g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered

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pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.

Section 5.3 Condition to the Sellers’ Obligations. The obligations of each Seller to sell, transfer, assign, grant and convey the Transferred Rights to the Buyer, and to otherwise consummate the transactions contemplated hereby, shall be subject to the fulfillment at or prior to the Closing of the following conditions:

(a) the Buyer shall have performed its obligations contained in Section 2.1(a) of this Agreement with respect to such Seller; and

(b) such Seller shall have received the executed Related Assignment and Assumption with respect to such Seller.

ARTICLE VI

CONDITIONS TO CLOSING

Section 5.1 Condition to Parties’ Obligations. The obligations of the Parties to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the condition that no statute, rule, regulation, judgment, decree or order of any kind shall have been enacted, entered, promulgated or enforced by any court or other Governmental Authority that prohibits the consummation of the transactions contemplated hereby or has the effect of making them illegal.

Section 5.2 Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:

(a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement;

(b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect;

(c) the Interim Loan Agreement Amendment shall have been executed and delivered, and be in full force and effect;

(d) the registration rights agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”) shall have been executed and delivered, and shall be in full force and effect;

(e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement;

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(f) the Buyer shall have received (i) opinions relating to the Interim Loan Agreement (as amended by the Interim Loan Agreement Amendment), the other Loan Documents, this Agreement and the Registration Rights Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer and (ii) evidence satisfactory to the Buyer of its right to rely on the opinions delivered pursuant to Section 4.01(a)(iv) of the Interim Loan Agreement; and

(g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.

Section 5.3 Condition to the Sellers’ Obligations. The obligations of each Seller to sell, transfer, assign, grant and convey the Transferred Rights to the Buyer, and to otherwise consummate the transactions contemplated hereby, shall be subject to the fulfillment at or prior to the Closing of the following conditions:

(a) the Buyer shall have performed its obligations contained in Section 2.1(a) of this Agreement with respect to such Seller; and

(b) such Seller shall have received the executed Related Assignment and Assumption with respect to such Seller.

ARTICLE VI