THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER
LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (I) LEVEL 3 SHALL
HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH
CONSENT SHALL NOT UNREASONABLY BE WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED
PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED
INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER,
FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST AND FEES) OR LEVEL 3 OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS)
AND (III) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 2.09 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.11, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS.
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND
DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH LENDER OR
OTHERWISE, THE CIRCUMSTANCES ENTITLING LEVEL 3 TO REQUIRE SUCH ASSIGNMENT AND
DELEGATION CEASE TO APPLY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
On and as of the Effective Date, each of Level 3 and the Borrower represents and
warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF LEVEL 3, THE BORROWER AND EACH
MATERIAL SUBSIDIARY OF LEVEL 3 IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, HAS ALL
REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND,
EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
CONSTITUTE OR RESULT IN A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS
IN, AND IS IN GOOD STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS
REQUIRED.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY ON THE EFFECTIVE DATE ARE WITHIN SUCH LOAN PARTY'S
POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ACTION
AND, IF REQUIRED, STOCKHOLDER OR MEMBER ACTION.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND
57
DELIVERED BY LEVEL 3 AND THE BORROWER AND CONSTITUTES, AND EACH OTHER LOAN
DOCUMENT TO WHICH ANY LOAN PARTY IS TO BE A PARTY, WHEN EXECUTED BY AND
DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 3.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO
NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY
OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS ARE CONTEMPLATED TO
BE TAKEN TO SATISFY THE GUARANTEE PERMIT CONDITION AND THE COLLATERAL PERMIT
CONDITION AND SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND
EFFECT AND FILINGS NECESSARY TO