AUTHORIZATIONS AND CONSENTS SO PERMIT.
SECTION 3.
BENEFITS OF LOAN DOCUMENTS.
THE TRANCHE B TERM LOANS SHALL BE
ENTITLED TO ALL THE BENEFITS AFFORDED BY THE RESTATED CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND SHALL BENEFIT EQUALLY AND RATABLY (EXCEPT AS PROVIDED
IN SECTION 2 ABOVE) FROM THE GUARANTEES CREATED BY THE GUARANTEE AGREEMENT AND
THE SECURITY INTERESTS CREATED BY THE COLLATERAL AGREEMENT AND THE OTHER
SECURITY DOCUMENTS.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
EACH OF LEVEL 3 AND THE BORROWER
REPRESENTS AND WARRANTS TO THE LENDERS THAT:
(A)
THE EXECUTION, DELIVERY, AND PERFORMANCE BY EACH OF LEVEL 3, THE BORROWER
AND THE OTHER LOAN PARTIES OF THIS AGREEMENT, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY EACH LOAN PARTY ON THE RESTATEMENT EFFECTIVE
DATE, ARE WITHIN THE POWERS OF LEVEL 3, THE BORROWER OR SUCH OTHER LOAN PARTY,
AS APPLICABLE, AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ACTION AND, IF REQUIRED, STOCKHOLDER OR MEMBER ACTION;
(B)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY LEVEL 3, THE
BORROWER AND EACH OTHER LOAN PARTY AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT
TO WHICH ANY LOAN PARTY IS A PARTY CONSTITUTES, 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;
(C)
THE REPRESENTATIONS AND WARRANTIES OF (I) LEVEL 3 AND THE BORROWER
CONTAINED IN ARTICLE III OF THE ORIGINAL CREDIT AGREEMENT AND (II) EACH LOAN
PARTY CONTAINED IN ANY OTHER LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
DATE, AND EXCEPT THAT (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 3.04(A) OF THE ORIGINAL CREDIT AGREEMENT SHALL BE DEEMED TO REFER TO THE
MOST RECENT FINANCIAL STATEMENTS FURNISHED PURSUANT TO SECTION 5.01(A) OF THE
ORIGINAL CREDIT AGREEMENT, (B) REFERENCES IN SUCH REPRESENTATIONS AND WARRANTIES
AND THE DEFINITION OF "DISCLOSED MATTERS" TO THE "EFFECTIVE DATE" SHALL BE
DEEMED TO BE REFERENCES TO THE "RESTATEMENT EFFECTIVE DATE", (C) REFERENCES TO
"JANUARY 1, 2007" AND "MARCH 12, 2007" IN THE DEFINITION OF "DISCLOSED MATTERS"
AND SECTION 3.04(C) SHALL BE DEEMED TO BE REFERENCES TO "JANUARY 1, 2009" AND
"APRIL 16, 2009", RESPECTIVELY, (D) SECTION 3.06(A) SHALL BE DEEMED TO INCLUDE
THE FOLLOWING PHRASE IN THE PARENTHETICAL AFTER THE WORDS "DISCLOSED MATTERS":
"AND AS DISCLOSED ON SCHEDULE 3.06 ATTACHED TO THE AMENDMENT AGREEMENT", AND
(E) REFERENCES IN
4
SUCH REPRESENTATIONS AND WARRANTIES TO "SCHEDULE 3.12" AND "SCHEDULE 3.13" SHALL
BE DEEMED TO BE REFERENCES TO SCHEDULE 3.12 AND SCHEDULE 3.13, RESPECTIVELY,
ATTACHED HERETO; AND
(D)
NO DEFAULT HAS OCCURRED AND IS CONTINUING ON THE DATE HEREOF.
SECTION