LEVEL 3 AND ITS SUBSIDIARIES AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS OF LEVEL 3 AND ITS SUBSIDIARIES AS OF
THE END OF AND FOR SUCH QUARTER, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM
THE FIGURES FOR THE CORRESPONDING QUARTER OF THE PREVIOUS FISCAL YEAR, ALL
CERTIFIED BY A FINANCIAL OFFICER TO THE EFFECT THAT SUCH CONSOLIDATED FINANCIAL
STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF LEVEL 3 AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED; AND
(C) WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF LEVEL 3, A CERTIFICATE
OF A FINANCIAL OFFICER STATING THAT A REVIEW OF THE ACTIVITIES OF LEVEL 3 AND
ITS SUBSIDIARIES DURING THE PRECEDING FISCAL YEAR HAS BEEN MADE UNDER THE
SUPERVISION OF SUCH FINANCIAL OFFICER WITH A VIEW TO DETERMINING WHETHER THE
BORROWER AND THE OTHER LOAN PARTIES HAVE KEPT, OBSERVED, PERFORMED AND FULFILLED
THEIR OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND FURTHER
STATING, AS TO THE KNOWLEDGE OF THE OFFICER SIGNING SUCH CERTIFICATE, LEVEL 3,
THE BORROWER AND EACH OTHER LOAN PARTY HAS KEPT, OBSERVED, PERFORMED AND
FULFILLED EACH AND EVERY COVENANT CONTAINED IN THIS AGREEMENT AND IS NOT IN
DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS AND
CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OR, IF A DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED, DESCRIBING ALL SUCH DEFAULTS OR EVENTS OF
DEFAULT OF WHICH HE OR SHE MAY HAVE KNOWLEDGE AND WHAT ACTION THE BORROWER OR
SUCH LOAN PARTY IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO).
Whether or not required by the rules and regulations of the Securities and
Exchange Commission, the Borrower shall file with the Securities and Exchange
Commission, if permitted, all the periodic and other reports, proxy statements
and other materials it would be required to file with the Securities and
Exchange Commission by Section 13(a) or 15(d) under the Securities Exchange Act
of 1934, as amended, or any successor provision thereto if it were subject
thereto.
The financial statements required to be delivered by Level 3 pursuant
to paragraphs (a) and (b) of this Section and the reports and statements
required to be delivered by the Borrower pursuant to paragraph (c) of this
Section shall be deemed to have been delivered (i) when reports containing such
financial statements, or such other materials, are posted on Level 3's website
on the Internet at (or any successor page identified in a notice
given to the Administrative Agent and the Lenders) or on the Securities and
Exchange Commission's website on the
65
internet at or (ii) when such financial statements, reports or
statements are delivered in accordance with Section 9.01(a).
SECTION 5.02.
NOTICES OF MATERIAL EVENTS.
LEVEL 3 AND THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT, WITHIN 30 DAYS, WRITTEN NOTICE OF THE
FOLLOWING:
(A) THE OCCURRENCE OF ANY DEFAULT; AND
(B) IF THE TRUSTEE FOR