THE
NET PROCEEDS OF EACH SUCH ISSUANCE AND ADDITIONAL FUNDS AS NECESSARY TO LEND TO
LEVEL 3 LLC AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE ADDITIONAL TRANCHE SO
ISSUED, AND THE PRINCIPAL AMOUNT OF THE LOAN PROCEEDS NOTE SHALL BE INCREASED BY
SUCH AMOUNT.
SECTION 9.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
LEVEL 3 AND THE
BORROWER SHALL PAY, ON A JOINT AND SEVERAL BASIS, (I) ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE AGENT AND ITS AFFILIATES, INCLUDING THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE AGENT, IN
CONNECTION WITH ALL MINISTERIAL ACTIVITIES IN THE ADMINISTRATION OF THE LOAN
DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS THEREOF
AND (II) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE AGENT AND ITS
AFFILIATES AND EACH LENDER IN CONNECTION WITH THE ENFORCEMENT OF THE LOAN
DOCUMENTS, INCLUDING RIGHTS UNDER THIS SECTION, OR IN CONNECTION WITH THE LOANS,
BUT LEVEL 3 AND THE BORROWER SHALL ONLY BE LIABLE FOR THE FEES AND EXPENSES OF
COUNSEL FOR THE AGENT AND ONE OTHER COUNSEL FOR ALL SUCH OTHER PERSONS (AS WELL
AS SEPARATE LOCAL AND REGULATORY COUNSEL).
THE BORROWER ALSO SHALL PAY ALL LIEN
SEARCH, FILING, RECORDING AND SIMILAR FEES INCURRED BY THE COLLATERAL AGENT IN
CONNECTION WITH THE CREATION AND PERFECTION OF THE SECURITY INTERESTS
CONTEMPLATED BY THE LOAN DOCUMENTS (OTHER THAN THE FILING FEES IN CONNECTION
WITH ANY LOCAL FIXTURE FILINGS AND THE EXPENSES IN CONNECTION WITH OBTAINING
REAL ESTATE DESCRIPTIONS FOR FIXTURE FILINGS).
(B)
LEVEL 3 AND THE BORROWER SHALL INDEMNIFY, ON A JOINT AND SEVERAL BASIS, THE
AGENT, EACH RELATED PARTY OF THE AGENT (EACH SUCH PERSON BEING CALLED AN
"INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR
ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A
RESULT OF (I) THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE
PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE
CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, OR THE COLLATERAL, (II) ANY LOAN OR THE USE OF THE PROCEEDS THEREOF,
(III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
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MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY LEVEL 3, THE BORROWER OR
ANY OF THE SUBSIDIARIES OF LEVEL 3, OR ANY ENVIRONMENTAL LIABILITY RELATED IN
ANY WAY TO LEVEL 3, THE BORROWER OR ANY OF THE SUBSIDIARIES OF LEVEL 3, OR
(IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING
RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED
THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT
THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE
DETERMINED BY A