TO BE
DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE AND ITS RIGHTS, CHARTER AND STATUTORY, EXCEPT WHERE THE
FAILURE TO DO SO WOULD NOT CONSTITUTE OR RESULT IN A MATERIAL ADVERSE EFFECT;
PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION,
LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.13.
SECTION 5.05.
PAYMENT OF TAXES.
EACH OF LEVEL 3 AND THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY OF LEVEL 3 TO, PAY ITS MATERIAL TAX OBLIGATIONS,
BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE THE FAILURE
TO PAY SUCH TAX WOULD NOT CONSTITUTE OR RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
MAINTENANCE OF PROPERTIES.
EACH OF LEVEL 3 AND THE BORROWER
SHALL CAUSE ALL PROPERTIES OWNED BY LEVEL 3, THE BORROWER OR ANY RESTRICTED
SUBSIDIARY OR USED OR HELD FOR USE IN THE CONDUCT OF ITS BUSINESS OR THE
BUSINESS OF ANY RESTRICTED SUBSIDIARY TO BE MAINTAINED AND KEPT IN GOOD
CONDITION, REPAIR AND WORKING ORDER AND SUPPLIED WITH ALL NECESSARY EQUIPMENT
AND SHALL CAUSE TO BE MADE ALL NECESSARY REPAIRS, RENEWALS, REPLACEMENTS,
BETTERMENTS AND IMPROVEMENTS THEREOF, ALL AS IN THE JUDGMENT OF LEVEL 3 MAY BE
NECESSARY SO THAT THE BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE
PROPERLY AND ADVANTAGEOUSLY CONDUCTED AT ALL TIMES; PROVIDED, HOWEVER, THAT
NOTHING IN THIS SECTION SHALL PREVENT LEVEL 3 FROM DISCONTINUING THE MAINTENANCE
OF ANY OF SUCH PROPERTIES IF SUCH DISCONTINUANCE IS, IN THE JUDGMENT OF LEVEL 3,
DESIRABLE IN THE CONDUCT OF ITS BUSINESS OR THE BUSINESS OF ANY SUBSIDIARY OF
LEVEL 3 AND NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO THE LENDERS.
SECTION 5.07.
INSURANCE.
EACH OF LEVEL 3 AND THE BORROWER WILL, AND WILL CAUSE
EACH OF THE RESTRICTED SUBSIDIARIES TO, KEEP ALL OF THEIR RESPECTIVE PROPERTIES
WHICH ARE OF AN INSURABLE NATURE INSURED WITH INSURERS, BELIEVED BY THE BORROWER
TO BE RESPONSIBLE, AGAINST LOSS OR DAMAGE TO THE EXTENT THAT PROPERTY OF A
SIMILAR CHARACTER IS USUALLY INSURED BY COMPANIES SIMILARLY SITUATED AND OWNING
LIKE PROPERTIES.
LEVEL 3 WILL FURNISH TO THE LENDERS, UPON THE REASONABLE
REQUEST OF THE ADMINISTRATIVE AGENT, BUT NOT MORE THAN ONCE DURING ANY CALENDAR
YEAR UNLESS A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO MAINTAINED.
SECTION 5.08.
CASUALTY AND CONDEMNATION.
LEVEL 3 (A) WILL FURNISH TO THE
ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CASUALTY OR OTHER INSURED
DAMAGE TO ANY PORTION OF ANY COLLATERAL OR THE COMMENCEMENT OF ANY ACTION OR
PROCEEDING FOR THE TAKING OF ANY COLLATERAL OR ANY PART THEREOF OR INTEREST
THEREIN UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING
IN EACH CASE ONLY WHERE LEVEL 3 ESTIMATES IN GOOD FAITH THAT THE EXPECTED
PROCEEDS FROM INSURANCE, CONDEMNATION AWARDS OR OTHERWISE WILL EXCEED
$25,000,000 AND (B) WILL ENSURE THAT THE NET AVAILABLE PROCEEDS OF ANY SUCH
EVENT (WHETHER IN THE FORM OF INSURANCE PROCEEDS, CONDEMNATION AWARDS OR
OTHERWISE) ARE