Common use of Funding Date Clause in Contracts

Funding Date. The obligations of the Lenders to make Loans hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions on or after the Signing Date: (a) The Administrative Agent shall have received a certificate, substantially in the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on the terms set forth in the Merger Agreement, without giving effect to amendments, waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Acquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved by the Arrangers (such approval not to be unreasonably withheld or delayed). (b) The Arrangers shall have received (i) audited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the conditions set forth in this paragraph in the form of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by shall become effective upon the Administrative Agent of a Borrowing Request therefor satisfaction or waiver (in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Effective Date shall have received a certificateoccurred; (b) The Acquisition shall have been (or, substantially in contemporaneously with the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer borrowing of the BorrowerLoans, (ishall be) confirming satisfaction of the conditions set forth consummated in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on each case in all material respects in accordance with the terms set forth in the Merger Agreement, without Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or consents requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower or that are materially adverse to the Merger Sub interests of the Lenders (other than it being understood that any modification, amendment, supplement, consent, waiver or consent request by the Borrower to any interim operating covenants the definition of Material Adverse Effect (as defined in the Acquired Company and its Subsidiaries not involving Acquisition Agreement) shall be deemed to be materially adverse to the incurrence interests of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not been approved be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such approval consent not to be unreasonably withheld withheld, conditioned or delayed).; (bc) The Arrangers Administrative Agent shall have received (i) audited Consolidated consolidated balance sheets and related Consolidated audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, Date and (iib) unaudited Consolidated consolidated balance sheets and related Consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days before prior to the Funding Date, in each case prepared in accordance with GAAP; provided that the filing of the required financial statements by the Borrower complying with the SEC of an Annual Report foregoing requirements on Form 10-K and a Quarterly Report on or Form 10-Q Q, as the case may be, by the Borrower or the Acquired Company will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the applicable conditions set forth in this paragraph in the form clause (c) of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date4.

Funding Date. The obligations of the Lenders to make Loans hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent shall have received a certificate, substantially in the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower (or, with respect to paragraphs (e), (f) and (g) (to the extent relating to the Acquired Company and its Subsidiaries) of this Section, at the option of the Borrower, (i) a Financial Officer of the Acquired Company), confirming satisfaction of the conditions set forth in the first sentence of paragraph (c) and (db) of this Section and in paragraphs (iie), (f), (g) stating that and (h) of this Section. (b) The Merger shall have been consummated, or substantially concurrently with the making of Loans hereunder shall be consummated, pursuant to and on the terms set forth in the Merger Agreement (and all conditions precedent to the obligations of the Borrower reasonably believes that and the Merger will be consummated within three Business Days of Sub to consummate the Funding Date Merger shall have been satisfied on the terms set forth in the Merger Agreement), in each case without giving effect to amendments, waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Acquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved by the Arrangers (such approval not to be unreasonably withheld or delayed). The Administrative Agent shall have received a copy of the closing date officer’s certificate delivered by the Acquired Company pursuant to Section 7.2(c) of the Merger Agreement. (bc) The Arrangers shall have received (ia) audited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of each of the Borrower and the Acquired Company for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date, in each case prepared in accordance with GAAP, and (iib) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of each of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower or the Acquired Company with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (cd) The representations Arrangers shall have received the Pro Forma Financial Statements. (e) Except as set forth in the Acquired Company Disclosure Letter or in the Acquired Company SEC Documents filed with the SEC and warranties publicly available after January 1, 2011 and prior to the Signing Date (excluding any forward-looking statements, risk factors and other similar statements in Article III the Acquired Company SEC Documents that are cautionary, nonspecific or predictive in nature), from January 1, 2011 through the Signing Date there has not been any event, circumstance, change, occurrence, state of facts or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that has had or would reasonably be expected to have, individually or in the aggregate, an Acquired Company Merger Agreement Material Adverse Effect. (f) Since January 1, 2011, there shall not have been any event, circumstance, change, occurrence, state of facts or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that has had or would reasonably be expected to have, individually or in the aggregate, an Acquired Company Merger Agreement Material Adverse Effect. (g) The Acquired Company Merger Agreement Representations and the Specified Representations shall be true and correct in all material respectscorrect. (dh) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (ei) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (fj) Prior to or substantially contemporaneously with In the funding event that the Borrower determines that any of the Loans representations and warranties set forth in Article III required to be made on the Funding Date (other than the Specified Representations) cannot be made on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence a Funding Date Schedule setting forth such matters as the Borrower deems necessary to qualify such representations and warranties such that, after giving effect to the Funding Date Schedule, the Borrower determines that it can make such representations and warranties as of the satisfaction of the conditions set forth Funding Date (it being understood and agreed nothing in this paragraph in the form of Exhibit F attached hereto. This Agreement (j) shall be deemed “effective” for purposes construed as making the accuracy of this Section 4.02 upon any representation or warranty set forth herein (other than the funding Specified Representations) a condition precedent to the obligations of the Lenders to make Loans on the Funding Datehereunder).

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.01) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Share Acquisition shall have received a certificatebeen (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated pursuant to the Transaction Agreement without giving effect to any consents, amendments or waivers by the Borrower thereto that in each case are materially adverse to the form attached hereto as Exhibit E Lenders or the Joint Lead Arrangers (andeach, if a “Materially Adverse Modification”), unless each of the Joint Lead Arrangers shall have provided consent thereto (such consent not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent)unreasonably withheld, dated the Funding Date and signed by a Financial Officer of the Borrower, conditioned or delayed) (it being understood that (i) confirming satisfaction any reallocation of the conditions set forth acquisition consideration pursuant to the terms of the Transaction Agreement as in paragraph (c) and (d) effect on the Effective Date shall not be a consent, amendment or waiver requiring the consent of this Section the Joint Lead Arrangers and (ii) stating that neither of (A) any increase in the Borrower reasonably believes that Cash Consideration or the Merger will be consummated within three Business Days Base Verizon Share Amount composed of, or financed with the proceeds of the Funding Date on the terms set forth in the Merger Agreementissuance of, without giving effect to amendments, waivers or consents by equity of the Borrower or the Merger Sub (other B) any decrease of less than any waiver or consent to any interim operating covenants 15% of the Acquired Company and its Subsidiaries not involving sum of the incurrence of Debt or Liens Cash Consideration plus the Base Verizon Share Amount plus the Omnitel Consideration Amount or the disposition aggregate principal amount of assets) that are the Omnitel Note, as applicable, plus the aggregate principal amount of the Verizon Notes as contemplated on the Effective Date shall be materially adverse in any material respect to the Lenders or the Joint Lead Arrangers); provided that, in the case of a Vodafone Scheme (as defined in the Transaction Agreement), if the conditions precedent to the Share Acquisition specified in Article 7 of the Transaction Agreement, other than the Post-Sanction Conditions (as defined in the Transaction Agreement), have been satisfied or waived (without any Materially Adverse Modification) and that the Borrower delivers a notice in writing to the Administrative Agent confirming satisfaction or waiver (without any Materially Adverse Modification) of such conditions, then the condition precedent in this clause (a) shall be deemed to have not been approved by satisfied subject to the Arrangers satisfaction of the Post-Sanction Conditions (without any Materially Adverse Modification) within two Business Days following delivery of such approval not to be unreasonably withheld or delayed)notice. (b) The Arrangers Borrower shall have received (i) audited Consolidated balance sheets paid all fees and related Consolidated statements of operations, stockholders’ equity and cash flows reasonable out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders that are due and payable on the Funding Date (including the invoiced fees and expenses of counsel to the Administrative Agent) for which invoices have been presented to the Borrower for the three most recently completed fiscal years ended at least 90 days three Business Days prior to the Funding Date, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations Administrative Agent (or its counsel) shall have received each Note requested by any Lender pursuant to Section 2.14, which request was made in writing at least five Business Days prior to the Funding Date. (d) (i) the Transaction Representations shall be true and warranties correct as of (x) if the Transactions are to be consummated pursuant to the Vodafone Scheme (as defined in Article III the Transaction Agreement), on the Sanction Date (as defined in the Transaction Agreement) and (y) otherwise, on the date of the borrowing of the Loans, and (ii) the Specified Representations shall be true and correct in all material respects (and, in the case of any Specified Representation qualified as to “materiality” or by “Material Adverse Effect” or similar standard, in all respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to as at the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making time of the Loans on borrowing of the Funding DateLoans. (e) The Administrative Agent absence of, at the time of borrowing of the Loans, any Event of Default described in Sections 6.01(a), 6.01(c)(i) (solely with respect to a breach of Section 5.02(a) and the Arrangers shall have received all fees and other amounts due and payable on or prior 5.02(b)), 6.01(d) (solely with respect to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement acceleration of all fees and expenses (including reasonable fees, charges and disbursements indebtedness for borrowed money of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on aggregating to at least the Requisite Amount) or prior to the Funding Date, including pursuant to the Arranger Fee Letter6.01(e). (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence (i) a certificate in form attached as Exhibit F hereto, dated as of the satisfaction Funding Date, from an Authorized Officer or the Secretary or Assistant Secretary of the Borrower that each of the conditions set forth in this paragraph in Sections 3.02(a), (d) (with respect to clause (i), to the form knowledge of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding such Authorized Officer, Secretary or Assistant Secretary based solely on his or her review of the Loans on certificate delivered by Vodafone under Section 7.3(c) of the Funding DateTransaction Agreement) and (e) have been satisfied and (ii) a Notice of Borrowing in accordance with Section 2.02.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by shall become effective upon the Administrative Agent of a Borrowing Request therefor satisfaction or waiver (in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Effective Date shall have received a certificateoccurred; (b) The Acquisition shall have been (or, substantially in contemporaneously with the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer borrowing of the BorrowerLoans, (ishall be) confirming satisfaction of the conditions set forth consummated in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on each case in all material respects in accordance with the terms set forth in the Merger Agreement, without Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or consents requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower or that are materially adverse to the Merger Sub interests of the Lenders (other than it being understood that (i) any modification, amendment, supplement, consent, waiver or consent request by the Borrower to any interim operating covenants the definition of Material Adverse Effect (as defined in the Acquired Company and its Subsidiaries not involving Acquisition Agreement) shall be deemed to be materially adverse to the incurrence interests of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have (ii)(x) any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith and (y) any modification, amendment, supplement, consent, waiver or request with respect to definition of the “End Date” (and any corresponding changes to any terms or provisions (if any) requiring or addressing the consummation of the Acquisition prior to the “End Date”) thereunder, in each case, shall not been approved be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such approval consent not to be unreasonably withheld withheld, conditioned or delayed).; (bc) The Arrangers Administrative Agent shall have received (i) audited Consolidated consolidated balance sheets and related Consolidated audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, Date and (iib) unaudited Consolidated consolidated balance sheets and related Consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the conditions set forth in this paragraph in the form of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date.of

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by shall become effective upon the Administrative Agent of a Borrowing Request therefor satisfaction or waiver (in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Effective Date shall have received a certificateoccurred; (b) The Acquisition shall have been (or, substantially in contemporaneously with the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer borrowing of the BorrowerLoans, (ishall be) confirming satisfaction of the conditions set forth consummated in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on each case in all material respects in accordance with the terms set forth in the Merger Agreement, without Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or consents requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower or that are materially adverse to the Merger Sub interests of the Lenders (other than it being understood that (i) any modification, amendment, supplement, consent, waiver or consent request by the Borrower to any interim operating covenants the definition of Material Adverse Effect (as defined in the Acquired Company and its Subsidiaries not involving Acquisition Agreement) shall be deemed to be materially adverse to the incurrence interests of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved (ii)(x) any consent or request made by the Arrangers Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith and (y) any modification, amendment, supplement, consent, waiver or request with respect to definition of the “End Date” (and any corresponding changes to any terms or provisions (if any) requiring or addressing the consummation of the Acquisition prior to the “End Date”) thereunder, in each case, shall not be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arranger (such approval consent not to be unreasonably withheld withheld, conditioned or delayed).; (bc) The Arrangers Administrative Agent shall have received (i) audited Consolidated consolidated balance sheets and related Consolidated audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, Date and (iib) unaudited Consolidated consolidated balance sheets and related Consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days before prior to the Funding Date, in each case prepared in accordance with GAAP; provided that the filing of the required financial statements by the Borrower complying with the SEC of an Annual Report foregoing requirements on Form 10-K and a Quarterly Report on or Form 10-Q Q, as the case may be, by the Borrower or the Acquired Company will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the applicable conditions set forth in this paragraph in the form clause (c) of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date4.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.01) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Share Acquisition shall have received a certificatebeen (or, substantially in contemporaneously with the form attached hereto as Exhibit E (andborrowing of the Loans, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable shall be) consummated pursuant to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on the terms set forth in the Merger Agreement, Transaction Agreement without giving effect to amendmentsany consents, amendments or waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Acquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) thereto that in each case are materially adverse in any material respect to the Lenders and that have not been approved by or the Joint Lead Arrangers (each, a “Materially Adverse Modification”), unless each of the Joint Lead Arrangers shall have provided consent thereto (such approval consent not to be unreasonably withheld withheld, conditioned or delayed) (it being understood that (A) any reallocation of the acquisition consideration pursuant to the terms of the Transaction Agreement as in effect on the Effective Date shall not be a consent, amendment or waiver requiring the consent of the Joint Lead Arrangers and (B) neither of (i) any increase in the Cash Consideration or the Base Verizon Share Amount composed of, or financed with the proceeds of the issuance of, equity of the Borrower or (ii) any decrease of less than 15% of the sum of the Cash Consideration plus the Base Verizon Share Amount plus the Omnitel Consideration Amount or the aggregate principal amount of the Omnitel Note, as applicable, plus the aggregate principal amount of the Verizon Notes as contemplated on the Effective Date shall be materially adverse to the Lenders or the Joint Lead Arrangers); provided that, in the case of a Vodafone Scheme (as defined in the Transaction Agreement), if the conditions precedent to the Share Acquisition specified in Article 7 of the Transaction Agreement, other than the Post-Sanction Conditions (as defined in the Transaction Agreement), have been satisfied or waived (without any Materially Adverse Modification) and the Borrower delivers a notice in writing to the Administrative Agent confirming satisfaction or waiver (without any Materially Adverse Modification) of such conditions, then the condition precedent in this clause (a) shall be deemed to have been satisfied subject to the satisfaction of the Post-Sanction Conditions (without any Materially Adverse Modification) within two Business Days following delivery of such notice. (b) The Arrangers Borrower shall have received (i) audited Consolidated balance sheets paid all fees and related Consolidated statements of operations, stockholders’ equity and cash flows reasonable out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders that are due and payable on the Funding Date (including the invoiced fees and expenses of counsel to the Administrative Agent) for which invoices have been presented to the Borrower for the three most recently completed fiscal years ended at least 90 days three Business Days prior to the Funding Date, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations Administrative Agent (or its counsel) shall have received each Note requested by any Lender pursuant to Section 2.14, which request was made in writing at least five Business Days prior to the Funding Date. (d) (i) the Transaction Representations shall be true and warranties correct as of (x) if the Transactions are to be consummated pursuant to the Vodafone Scheme (as defined in Article III the Transaction Agreement), on the Sanction Date (as defined in the Transaction Agreement) and (y) otherwise, on the date of the borrowing of the Loans, and (ii) the Specified Representations shall be true and correct in all material respects (and, in the case of any Specified Representation qualified as to “materiality” or by “Material Adverse Effect” or similar standard, in all respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to as at the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making time of the Loans on borrowing of the Funding DateLoans. (e) The Administrative Agent absence of, at the time of borrowing of the Loans, any Event of Default described in Sections 6.01(a), 6.01(c)(i) (solely with respect to a breach of Section 5.02(a) and the Arrangers shall have received all fees and other amounts due and payable on or prior 5.02(b)), 6.01(d) (solely with respect to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement acceleration of all fees and expenses (including reasonable fees, charges and disbursements indebtedness for borrowed money of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on aggregating to at least the Requisite Amount) or prior to the Funding Date, including pursuant to the Arranger Fee Letter6.01(e). (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence (i) a certificate in form attached as Exhibit F hereto, dated as of the satisfaction Funding Date, from an Authorized Officer or the Secretary or Assistant Secretary of the Borrower that each of the conditions set forth in this paragraph in Sections 3.02(a), (d) (with respect to clause (i), to the form knowledge of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding such Authorized Officer, Secretary or Assistant Secretary based solely on his or her review of the Loans on certificate delivered by Vodafone under Section 7.3(c) of the Funding DateTransaction Agreement) and (e) have been satisfied and (ii) a Notice of Borrowing in accordance with Section 2.02.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.01) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Share Acquisition shall have received a certificatebeen (or, substantially in contemporaneously with the form attached hereto as Exhibit E (andborrowing of the Loans, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable shall be) consummated pursuant to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on the terms set forth in the Merger Agreement, Transaction Agreement without giving effect to amendmentsany consents, amendments or waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Acquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) thereto that in each case are materially adverse in any material respect to the Lenders and that have not been approved by or the Joint Lead Arrangers (each, a “Materially Adverse Modification”), unless each of the Joint Lead Arrangers shall have provided consent thereto (such approval consent not to be unreasonably withheld withheld, conditioned or delayed) (it being understood that (A) any reallocation of the acquisition consideration pursuant to the terms of the Transaction Agreement as in effect on the Effective Date shall not be a consent, amendment or waiver requiring the consent of the Joint Lead Arrangers and (B) neither of (i) any increase in the Cash Consideration or the Base Verizon Share Amount composed of, or financed with the proceeds of the issuance of, equity of the Borrower or (ii) any decrease of less than 15% of the sum of the Cash Consideration plus the Base Verizon Share Amount plus the Omnitel Consideration Amount or the aggregate principal amount of the Omnitel Note, as applicable, plus the aggregate principal amount of the Verizon Notes as contemplated on the Effective Date shall be materially adverse to the Lenders or the Joint Lead Arrangers); provided that, in the case of a Vodafone Scheme (as defined in the Transaction Agreement), if the conditions precedent to the Share Acquisition specified in Article 7 of the Transaction Agreement, other than the Post-Sanction Conditions (as defined in the Transaction Agreement), have been satisfied or waived (without any Materially Adverse Modification) and the Borrower delivers a notice in writing to the Administrative Agent confirming satisfaction or waiver (without any Materially Adverse Modification) of such conditions, then the condition precedent in this clause (a) shall be deemed to have been satisfied subject to the satisfaction of the Post- Sanction Conditions (without any Materially Adverse Modification) within two Business Days following delivery of such notice. (b) The Arrangers Borrower shall have received (i) audited Consolidated balance sheets paid all fees and related Consolidated statements of operations, stockholders’ equity and cash flows reasonable out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders that are due and payable on the Funding Date (including the invoiced fees and expenses of counsel to the Administrative Agent) for which invoices have been presented to the Borrower for the three most recently completed fiscal years ended at least 90 days three Business Days prior to the Funding Date, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations Administrative Agent (or its counsel) shall have received each Note requested by any Lender pursuant to Section 2.14, which request was made in writing at least five Business Days prior to the Funding Date. (d) (i) the Transaction Representations shall be true and warranties correct as of (x) if the Transactions are to be consummated pursuant to the Vodafone Scheme (as defined in Article III the Transaction Agreement), on the Sanction Date (as defined in the Transaction Agreement) and (y) otherwise, on the date of the borrowing of the Loans, and (ii) the Specified Representations shall be true and correct in all material respects (and, in the case of any Specified Representation qualified as to “materiality” or by “Material Adverse Effect” or similar standard, in all respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to as at the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making time of the Loans on borrowing of the Funding DateLoans. (e) The Administrative Agent absence of, at the time of borrowing of the Loans, any Event of Default described in Sections 6.01(a), 6.01(c)(i) (solely with respect to a breach of Section 5.02(a) and the Arrangers shall have received all fees and other amounts due and payable on or prior 5.02(b)), 6.01(d) (solely with respect to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement acceleration of all fees and expenses (including reasonable fees, charges and disbursements indebtedness for borrowed money of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on aggregating to at least the Requisite Amount) or prior to the Funding Date, including pursuant to the Arranger Fee Letter6.01(e). (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence (i) a certificate in form attached as Exhibit F hereto, dated as of the satisfaction Funding Date, from an Authorized Officer or the Secretary or Assistant Secretary of the Borrower that each of the conditions set forth in this paragraph in Sections 3.02(a), (d) (with respect to clause (i), to the form knowledge of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding such Authorized Officer, Secretary or Assistant Secretary based solely on his or her review of the Loans on certificate delivered by Vodafone under Section 7.3(c) of the Funding DateTransaction Agreement) and (e) have been satisfied and (ii) a Notice of Borrowing in accordance with Section 2.02.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by shall become effective upon the Administrative Agent of a Borrowing Request therefor satisfaction or waiver (in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Effective Date shall have received a certificateoccurred; (b) The Acquisition shall have been (or, substantially in contemporaneously with the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer borrowing of the BorrowerLoans, (ishall be) confirming satisfaction of the conditions set forth consummated in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on each case in all material respects in accordance with the terms set forth in the Merger Agreement, without Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or consents requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower or that are materially adverse to the Merger Sub interests of the Lenders (other than it being understood that any modification, amendment, supplement, consent, waiver or consent request by the Borrower to any interim operating covenants the definition of Material Adverse Effect (as defined in the Acquired Company and its Subsidiaries not involving Acquisition Agreement) shall be deemed to be materially adverse to the incurrence interests of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved any consent or request made by the Arrangers Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arranger (such approval consent not to be unreasonably withheld withheld, conditioned or delayed).; (bc) The Arrangers Administrative Agent shall have received (i) audited Consolidated consolidated balance sheets and related Consolidated audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, Date and (iib) unaudited Consolidated consolidated balance sheets and related Consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days before prior to the Funding Date, in each case prepared in accordance with GAAP; provided that the filing of the required financial statements by the Borrower complying with the SEC of an Annual Report foregoing requirements on Form 10-K and a Quarterly Report on or Form 10-Q Q, as the case may be, by the Borrower or the Acquired Company will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the applicable conditions set forth in this paragraph in the form clause (c) of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date4.

Funding Date. The Each Lender’s obligations of the Lenders to make Loans any Loan hereunder is subject to receipt by shall become effective upon the Administrative Agent of a Borrowing Request therefor satisfaction or waiver (in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.028.02) of the following conditions on or after the Signing Effective Date: (a) The Administrative Agent Effective Date shall have received a certificateoccurred; (b) The Acquisition shall have been (or, substantially in contemporaneously with the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer borrowing of the BorrowerLoans, (ishall be) confirming satisfaction of the conditions set forth consummated in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on each case in all material respects in accordance with the terms set forth in the Merger Agreement, without Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or consents requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower or that are materially adverse to the Merger Sub interests of the Lenders (other than it being understood that (i) any modification, amendment, supplement, consent, waiver or consent request by the Borrower to any interim operating covenants the definition of Material Adverse Effect (as defined in the Acquired Company and its Subsidiaries not involving Acquisition Agreement) shall be deemed to be materially adverse to the incurrence interests of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have (ii) (x) any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith and (y) any modification, amendment, supplement, consent, waiver or request with respect to definition of the “End Date” (and any corresponding changes to any terms or provisions (if any) requiring or addressing the consummation of the Acquisition prior to the “End Date”) thereunder, in each case, shall not been approved be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such approval consent not to be unreasonably withheld withheld, conditioned or delayed).; (bc) The Arrangers Administrative Agent shall have received (i) audited Consolidated consolidated balance sheets and related Consolidated audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, Date and (iib) unaudited Consolidated consolidated balance sheets and related Consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days before prior to the Funding Date, in each case prepared in accordance with GAAP; provided that the filing of the required financial statements by the Borrower complying with the SEC of an Annual Report foregoing requirements on Form 10-K and a Quarterly Report on or Form 10-Q Q, as the case may be, by the Borrower or the Acquired Company will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects. (d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date. (e) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date to the extent invoiced by 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including pursuant to the Arranger Fee Letter. (f) Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the applicable conditions set forth in this paragraph in the form clause (c) of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on the Funding Date4.