THE TIME OF SUCH REPLACEMENT, EACH SUCH
REPLACEMENT LENDER CONSENTS TO THE PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION OR (B) REPAY THE OUTSTANDING LOANS OF EACH SUCH NON-CONSENTING
LENDER IN ACCORDANCE WITH SECTIONS 2.05(A) AND 2.10; PROVIDED THAT, UNLESS THE
LOANS THAT ARE REPAID PURSUANT TO PRECEDING CLAUSE (B) ARE IMMEDIATELY REPLACED
IN FULL AT SUCH TIME THROUGH THE ADDITION OF NEW LENDERS OR THE INCREASE OF THE
OUTSTANDING LOANS OF EXISTING LENDERS (WHO IN EACH CASE MUST SPECIFICALLY
CONSENT THERETO), THEN IN THE CASE OF ANY ACTION PURSUANT TO PRECEDING CLAUSE
(B) EACH LENDER (DETERMINED AFTER GIVING EFFECT TO THE PROPOSED ACTION) SHALL
SPECIFICALLY CONSENT THERETO.
(D)
NOTWITHSTANDING ANYTHING IN PARAGRAPH (B) OF THIS SECTION TO THE CONTRARY,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE AMENDED AT ANY TIME AND FROM
TIME TO TIME TO ESTABLISH REVOLVING CREDIT COMMITMENTS OR ONE OR MORE ADDITIONAL
CLASSES OF TERM LOANS BY AN AGREEMENT IN WRITING ENTERED INTO BY LEVEL 3, THE
BORROWER,
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THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND EACH PERSON (INCLUDING ANY
LENDER) THAT SHALL AGREE TO PROVIDE SUCH A REVOLVING CREDIT COMMITMENT OR MAKE A
TERM LOAN OF ANY CLASS SO ESTABLISHED (BUT WITHOUT THE CONSENT OF ANY OTHER
LENDER), AND EACH SUCH PERSON THAT SHALL NOT ALREADY BE A LENDER SHALL, AT THE
TIME SUCH AGREEMENT BECOMES EFFECTIVE, BECOME A LENDER WITH THE SAME EFFECT AS
IF IT HAD ORIGINALLY BEEN A LENDER UNDER THIS AGREEMENT WITH THE REVOLVING
CREDIT COMMITMENT AND/OR TERM LOANS SET FORTH IN SUCH AGREEMENT; PROVIDED THAT
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE REVOLVING CREDIT COMMITMENTS
AND TERM LOANS OF ALL CLASSES ESTABLISHED PURSUANT TO THIS PARAGRAPH SHALL AT NO
TIME EXCEED THE MAXIMUM PRINCIPAL AMOUNT OF THE INDEBTEDNESS PERMITTED TO BE
INCURRED AT SUCH TIME UNDER SECTION 6.01(B)(II) AND 6.02(B)(II)).
ANY SUCH
AGREEMENT SHALL AMEND THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO SET FORTH THE TERMS OF THE REVOLVING CREDIT COMMITMENTS OR CLASS OF
TERM LOANS ESTABLISHED THEREBY (INCLUDING THE AMOUNT AND FINAL MATURITY THEREOF
(WHICH, IN THE CASE OF ANY CLASS OF TERM LOANS, SHALL NOT BE EARLIER THAN THE
MATURITY DATE), ANY PROVISIONS RELATING TO AMORTIZATION OR MANDATORY PREPAYMENTS
OR OFFERS TO PREPAY (IT BEING AGREED THAT NOT MORE THAN 1% OF THE AGGREGATE
PRINCIPAL AMOUNT OF THE TERM LOANS OF ANY CLASS SHALL AMORTIZE DURING ANY
CALENDAR YEAR PRIOR TO THE MATURITY DATE AND THAT PROVISIONS FOR MANDATORY
PREPAYMENTS OF AND OFFERS TO PREPAY THE TERM LOANS OF ANY CLASS MAY REQUIRE SUCH
TERM LOANS TO BE PREPAID OR OFFERED THE RIGHT TO BE PREPAID RATABLY WITH THE
LOANS BUT SHALL NOT INCLUDE ANY ADDITIONAL MANDATORY PREPAYMENT RIGHTS), THE
INTEREST TO ACCRUE AND BE PAYABLE THEREON AND ANY FEES TO BE PAYABLE IN RESPECT
THEREOF) AND TO EFFECT SUCH OTHER CHANGES (INCLUDING CHANGES TO THE PROVISIONS
OF THIS SECTION, SECTION 2.12 AND THE DEFINITION OF "REQUIRED LENDERS" AND
CHANGES TO PROVIDE FOR A NOTE OF LEVEL 3 LLC EVIDENCING THE ADVANCE