IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 9.14.
RELEASE OF SUBSIDIARY LOAN PARTIES AND COLLATERAL.
(A)
NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN OR IN ANY OTHER LOAN DOCUMENT, IF
LEVEL 3 SHALL REQUEST THE RELEASE UNDER ANY SECURITY DOCUMENT OF (I) ANY OF ITS
SUBSIDIARIES (OTHER THAN THE BORROWER OR LEVEL 3 LLC) OR ANY COLLATERAL TO BE
SOLD OR OTHERWISE DISPOSED OF (INCLUDING THROUGH THE SALE OR DISPOSITION OF ANY
SUBSIDIARY (OTHER THAN THE BORROWER OR LEVEL 3 LLC) OWNING ANY SUCH SUBSIDIARY
OR COLLATERAL) TO A PERSON OTHER THAN LEVEL 3 OR A SUBSIDIARY OF LEVEL 3 IN A
TRANSACTION PERMITTED UNDER THE TERMS OF THIS AGREEMENT (INCLUDING TO THE EXTENT
PERMITTED BY SECTION 6.07, 6.08 OR 6.10), (II) ANY RECEIVABLES, COLLECTIONS
THEREOF AND ACCOUNTS ESTABLISHED SOLELY FOR THE COLLECTION OF SUCH RECEIVABLES
TO SECURE THE INCURRENCE OF INDEBTEDNESS PURSUANT TO A QUALIFIED RECEIVABLE
FACILITY AS PERMITTED BY SECTION 6.01(B)(II) OR 6.02(B)(II) OR (III) ANY
PROPERTY THAT IS TO BECOME SUBJECT TO ANY LIEN PERMITTED TO BE INCURRED UNDER
SECTION 6.05(II)(3) OR (4), AND SHALL DELIVER TO THE COLLATERAL AGENT A
CERTIFICATE TO THE EFFECT THAT SUCH SALE OR OTHER DISPOSITION AND THE
APPLICATION OF THE PROCEEDS THEREOF WILL COMPLY WITH THE TERMS OF THIS AGREEMENT
AND THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE
COLLATERAL AGENT, IF SATISFIED THAT THE APPLICABLE CERTIFICATE IS CORRECT, AND
IF SATISFIED WITH ANY ARRANGEMENTS FOR THE RECEIPT AND DEPOSIT OF PROCEEDS OF
SUCH TRANSACTION TO THE EXTENT REQUIRED UNDER SECTION 6.07(B), SHALL, UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EXECUTE AND DELIVER ALL SUCH
INSTRUMENTS, RELEASES, FINANCING STATEMENTS OR OTHER AGREEMENTS, AND TAKE ALL
SUCH FURTHER ACTIONS, AS SHALL BE NECESSARY TO EFFECTUATE THE RELEASE OF SUCH
SUBSIDIARY OR SUCH COLLATERAL SUBSTANTIALLY SIMULTANEOUSLY WITH OR AT ANY TIME
AFTER THE COMPLETION OF SUCH SALE OR OTHER DISPOSITION; PROVIDED THAT IF THE
COLLATERAL TO BE SOLD OR OTHERWISE DISPOSED OF IS SOLD OR OTHERWISE DISPOSED OF
BY A GRANTOR IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT TO A PERSON
OTHER THAN LEVEL 3 OR A SUBSIDIARY OF LEVEL 3, THEN SUCH COLLATERAL SHALL BE
AUTOMATICALLY RELEASED FROM ANY LIEN CREATED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT UPON THE EFFECTIVENESS OF SUCH SALE OR DISPOSITION.
ANY SUCH RELEASE
SHALL BE WITHOUT RECOURSE TO, OR REPRESENTATION OR WARRANTY BY, THE COLLATERAL
AGENT AND SHALL NOT REQUIRE THE CONSENT OF ANY LENDER.
THE COLLATERAL AGENT