SUBSIDIARY CEASING TO BE A RESTRICTED SUBSIDIARY
OR ANY SUBSEQUENT TRANSFER OF THE INDEBTEDNESS SECURED BY ANY SUCH LIEN (EXCEPT
TO LEVEL 3 OR A RESTRICTED SUBSIDIARY) SHALL BE DEEMED, IN EACH CASE, TO
CONSTITUTE THE INCURRENCE OF SUCH LIEN BY THE BORROWER THEREOF;
(IV) LIENS OUTSTANDING ON THE EFFECTIVE DATE SECURING PURCHASE MONEY DEBT AND
LIENS ON PROPERTY ACQUIRED AFTER THE EFFECTIVE DATE WITH THE PROCEEDS OF
PURCHASE MONEY DEBT INCURRED PURSUANT TO CLAUSE (III) OF PARAGRAPH (B) UNDER
SECTION 6.01 TO SECURE SUCH PURCHASE MONEY DEBT, PROVIDED THAT ANY SUCH LIEN MAY
NOT EXTEND TO ANY PROPERTY OTHER THAN THE TELECOMMUNICATIONS/IS ASSETS
INSTALLED, CONSTRUCTED, ACQUIRED, LEASED, DEVELOPED OR IMPROVED WITH THE
PROCEEDS OF SUCH PURCHASE MONEY DEBT AND ANY IMPROVEMENTS OR ACCESSIONS THERETO
(IT BEING UNDERSTOOD THAT ALL INDEBTEDNESS TO ANY SINGLE LENDER OR GROUP OF
RELATED LENDERS OR OUTSTANDING UNDER ANY SINGLE CREDIT FACILITY, AND IN ANY CASE
RELATING TO THE SAME GROUP OR COLLECTION OF TELECOMMUNICATIONS/IS ASSETS
FINANCED THEREBY, SHALL BE CONSIDERED A SINGLE PURCHASE MONEY DEBT, WHETHER
DRAWN AT ONE TIME OR FROM TIME TO TIME);
(V) LIENS TO SECURE ACQUIRED DEBT, PROVIDED THAT (A) SUCH LIEN ATTACHES TO THE
ACQUIRED PROPERTY PRIOR TO THE TIME OF THE ACQUISITION OF SUCH PROPERTY AND
(B) SUCH LIEN DOES NOT EXTEND TO OR COVER ANY OTHER PROPERTY;
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(VI) LIENS TO SECURE INDEBTEDNESS INCURRED TO REFINANCE, IN WHOLE OR IN PART,
INDEBTEDNESS SECURED BY ANY LIEN REFERRED TO IN THE FOREGOING CLAUSES (I),
(IV) AND (V) OR THIS CLAUSE (VI) SO LONG AS SUCH LIEN DOES NOT EXTEND TO ANY
OTHER PROPERTY (OTHER THAN IMPROVEMENTS AND ACCESSIONS TO THE ORIGINAL PROPERTY)
AND THE PRINCIPAL AMOUNT OF INDEBTEDNESS SO SECURED IS NOT INCREASED EXCEPT AS
OTHERWISE PERMITTED UNDER CLAUSE (VIII) OF PARAGRAPH (B) OF SECTION 6.01 OR
CLAUSE (VI) OF PARAGRAPH (B) OF SECTION 6.02;
(VII) LIENS ON PROPERTY (A) NOT CONSTITUTING COLLATERAL AND (B) NOT REQUIRED TO
BECOME COLLATERAL FOLLOWING THE SATISFACTION OF THE GUARANTEE PERMIT CONDITION
AND THE COLLATERAL PERMIT CONDITION, INCURRED ON OR AFTER THE MEASUREMENT DATE
NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES (I) THROUGH (V) (BUT INCLUDING
IN THE COMPUTATIONS OF LIENS PERMITTED UNDER THIS CLAUSE (VII) LIENS EXISTING ON
THE EFFECTIVE DATE WHICH REMAIN EXISTING AT THE TIME OF COMPUTATION WHICH ARE
OTHERWISE PERMITTED UNDER CLAUSE (I)) SECURING INDEBTEDNESS OF LEVEL 3 OR ANY
RESTRICTED SUBSIDIARY (OTHER THAN THE BORROWER OR ANY BORROWER RESTRICTED
SUBSIDIARY) IN AN AGGREGATE AMOUNT NOT TO EXCEED 5% OF LEVEL 3'S CONSOLIDATED
TANGIBLE ASSETS.
(VIII) LIENS ON PROPERTY OF ANY NON-TELECOMMUNICATIONS SUBSIDIARY; PROVIDED,
HOWEVER, THAT THE INCURRENCE OF SUCH LIEN DOES NOT REQUIRE THE PERSON INCURRING
SUCH LIEN TO SECURE ANY INDEBTEDNESS OF ANY PERSON OTHER THAN A
NON-TELECOMMUNICATIONS SUBSIDIARY;
(IX) LIENS TO SECURE INDEBTEDNESS INCURRED PURSUANT TO CLAUSE (VIII) OF
PARAGRAPH (B) OF SECTION 6.02; AND
(X) PERMITTED LIENS.
SECTION 6.06.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.
LEVEL 3 SHALL
NOT, AND SHALL NOT PERMIT ANY RESTRICTED SUBSIDIARY TO, DIRECTLY OR INDIRECTLY,
ENTER INTO, ASSUME,