OF THE
PROCEEDS OF ANY LOANS) AS LEVEL 3, THE BORROWER AND THE ADMINISTRATIVE AGENT
SHALL DEEM NECESSARY OR ADVISABLE IN CONNECTION WITH THE ESTABLISHMENT OF ANY
SUCH REVOLVING CREDIT COMMITMENTS OR CLASS OF TERM LOANS; PROVIDED THAT NO SUCH
AGREEMENT SHALL (I) EFFECT ANY CHANGE DESCRIBED IN ANY OF CLAUSES (I), (II),
(III), (VI) OR (VII) OF PARAGRAPH (B) OF THIS SECTION WITHOUT THE CONSENT OF
EACH PERSON REQUIRED TO CONSENT TO SUCH CHANGE UNDER SUCH CLAUSE (IT BEING
AGREED, HOWEVER, THAT THE ESTABLISHMENT OF ANY REVOLVING COMMITMENT OR CLASS OF
TERM LOANS WILL NOT, OF ITSELF, BE DEEMED TO EFFECT ANY OF THE CHANGES DESCRIBED
IN CLAUSES (VI) OR (VII) OF SUCH PARAGRAPH (B)), OR (II) AMEND ARTICLE V, VI OR
VII TO ESTABLISH ANY AFFIRMATIVE OR NEGATIVE COVENANT, EVENT OF DEFAULT OR
REMEDY THAT BY ITS TERMS BENEFITS ANY SUCH REVOLVING CREDIT COMMITMENTS OR CLASS
OF TERM LOANS BUT NOT THE LOANS WITHOUT THE PRIOR WRITTEN CONSENT OF LENDERS
HOLDING A MAJORITY IN INTEREST OF THE LOANS.
WITHOUT LIMITING THE FOREGOING, A
QUALIFIED RECEIVABLE FACILITY PERMITTED BY SECTIONS 6.01 AND 6.02 MAY BE
ESTABLISHED PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH
AND MAY HAVE A FIRST PRIORITY LIEN ON COLLATERAL CONSISTING OF RECEIVABLES,
COLLECTIONS THEREOF AND ACCOUNTS ESTABLISHED SOLELY FOR THE COLLECTION OF SUCH
RECEIVABLES, AND THE AGENT IS AUTHORIZED AND DIRECTED TO ENTER INTO ALL SUCH
AMENDMENTS TO THE LOAN DOCUMENTS AS IT SHALL DEEM NECESSARY OR ADVISABLE TO
ESTABLISH SUCH FIRST PRIORITY LIEN AND TO SUBORDINATE TO SUCH LIEN ON CUSTOMARY
TERMS (AS DETERMINED BY THE AGENT AND LEVEL 3) THE LIENS ON SUCH RECEIVABLES
SECURING THE OTHER OBLIGATIONS.
THE LOANS OF ANY CLASS ESTABLISHED PURSUANT TO
THIS PARAGRAPH SHALL, TO THE EXTENT PROVIDED IN THE AMENDMENT ENTERED INTO IN
CONNECTION THEREWITH, BE ENTITLED TO ALL THE BENEFITS AFFORDED BY THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND SHALL BENEFIT EQUALLY AND RATABLY (EXCEPT AS
PROVIDED IN THE
109
NEXT PRECEDING SENTENCE) FROM THE GUARANTEES CREATED BY THE GUARANTEE AGREEMENT
AND SECURITY INTERESTS CREATED BY THE COLLATERAL AGREEMENT AND THE OTHER
SECURITY DOCUMENTS.
LEVEL 3 AND THE BORROWER SHALL TAKE ANY ACTIONS REASONABLY
REQUIRED BY THE ADMINISTRATIVE AGENT TO ENSURE AND/OR DEMONSTRATE THAT THE
GUARANTEE AND COLLATERAL REQUIREMENT CONTINUES TO BE SATISFIED AFTER THE
ESTABLISHMENT OF ANY SUCH REVOLVING CREDIT COMMITMENTS OR CLASS OF TERM LOANS.
NOTWITHSTANDING THE FOREGOING OF THIS PARAGRAPH (D), NO REGULATED GRANTOR
SUBSIDIARY SHALL PLEDGE ANY ASSETS AS COLLATERAL IN SUPPORT OF ANY LOANS OF ANY
CLASS ESTABLISHED PURSUANT TO THIS PARAGRAPH, NOR SHALL ANY REGULATED GUARANTOR
SUBSIDIARY GUARANTEE ANY SUCH LOANS, UNLESS IT HAS OBTAINED ALL MATERIAL (AS
DETERMINED IN GOOD FAITH BY THE GENERAL COUNSEL OF LEVEL 3) AUTHORIZATIONS AND
CONSENTS OF FEDERAL AND STATE GOVERNMENTAL AUTHORITIES REQUIRED IN ORDER FOR
SUCH LOANS AND ALL OTHER LOANS OUTSTANDING HEREUNDER TO BE SECURED BY SUCH
ASSETS AND GUARANTEED BY SUCH REGULATED GUARANTOR SUBSIDIARY.
(E)
FOR EACH BORROWING UNDER AN ADDITIONAL TRANCHE, THE BORROWER SHALL USE