WITH RESPECT TO SUCH REGULATED GUARANTOR, IN
EACH CASE AT THE EARLIEST PRACTICABLE DATE AND (II) OBTAIN THE MATERIAL (AS
DETERMINED IN GOOD FAITH BY THE GENERAL COUNSEL OF LEVEL 3) AUTHORIZATIONS AND
CONSENTS OF FEDERAL AND STATE AUTHORITIES REQUIRED TO CAUSE ANY RESTRICTED
SUBSIDIARY TO BECOME A GUARANTOR AS REQUIRED BY SECTIONS 6.01(D) AND 6.02(D).
FOR PURPOSES OF THIS SECTION, THE REQUIREMENT THAT LEVEL 3, THE BORROWER OR ANY
SUBSIDIARY OF LEVEL 3 USE "COMMERCIALLY REASONABLE EFFORTS" SHALL NOT BE DEEMED
TO REQUIRE IT TO MAKE MATERIAL PAYMENTS IN EXCESS OF NORMAL FEES AND COSTS
68
TO OR AT THE DIRECTION OF GOVERNMENTAL AUTHORITIES OR TO CHANGE THE MANNER IN
WHICH IT CONDUCTS ITS BUSINESS IN ANY RESPECT THAT THE MANAGEMENT OF LEVEL 3
SHALL DETERMINE IN GOOD FAITH TO BE ADVERSE OR MATERIALLY BURDENSOME.
UPON THE
REASONABLE REQUEST OF LEVEL 3 OR THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS WILL COOPERATE WITH LEVEL 3 AND THE BORROWER AS NECESSARY TO ENABLE THEM
TO COMPLY WITH THEIR OBLIGATIONS UNDER THIS SECTION.
SOLELY WITH RESPECT TO THE
TRANCHE B TERM LOANS, THE OBLIGATIONS SET FORTH IN THIS SECTION SHALL BE SUBJECT
TO SECTION 2 OF THE AMENDMENT AGREEMENT.
(B)
IF LEVEL 3 SHALL DETERMINE THAT LEVEL 3 LLC IS ABLE, CONSISTENT WITH
APPLICABLE LAW, TO CREATE LIENS ON ANY COLLATERAL OWNED BY IT AND LOCATED IN ANY
JURISDICTION LOCATED IN THE UNITED STATES TO SECURE THE LOAN PROCEEDS NOTE PRIOR
TO THE SATISFACTION BY IT OF THE COLLATERAL PERMIT CONDITION, IT WILL CAUSE
LEVEL 3 LLC PROMPTLY TO CREATE AND PERFECT SUCH LIENS ON TERMS AND UNDER
DOCUMENTATION REASONABLY SATISFACTORY TO LEVEL 3 AND THE COLLATERAL AGENT.
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full,
each of Level 3, the Borrower and each Guarantor covenants and agrees with the
Lenders that:
SECTION 6.01.
LIMITATION ON CONSOLIDATED DEBT.
(A)
LEVEL 3 SHALL NOT, AND
SHALL NOT PERMIT ANY RESTRICTED SUBSIDIARY (OTHER THAN TO THE EXTENT PERMITTED
BY PARAGRAPH (B) OF SECTION 6.02) TO, DIRECTLY OR INDIRECTLY, INCUR ANY
INDEBTEDNESS; PROVIDED, HOWEVER, THAT LEVEL 3 OR ANY RESTRICTED SUBSIDIARY
(SUBJECT, IN THE CASE OF THE BORROWER AND ANY BORROWER RESTRICTED SUBSIDIARY, TO
SECTION 6.02) MAY INCUR ANY INDEBTEDNESS IF, AFTER GIVING PRO FORMA EFFECT TO
SUCH INCURRENCE AND THE RECEIPT AND APPLICATION OF THE NET PROCEEDS THEREOF, NO
DEFAULT OR EVENT OF DEFAULT WOULD OCCUR AS A CONSEQUENCE OF SUCH INCURRENCE OR
BE CONTINUING FOLLOWING SUCH INCURRENCE AND EITHER (I) THE RATIO OF (A) THE
AGGREGATE CONSOLIDATED PRINCIPAL AMOUNT (OR, IN THE CASE OF INDEBTEDNESS ISSUED
AT A DISCOUNT, THE THEN-ACCRETED VALUE) OF INDEBTEDNESS OF LEVEL 3 AND ITS
RESTRICTED SUBSIDIARIES OUTSTANDING AS OF THE MOST RECENT AVAILABLE QUARTERLY OR
ANNUAL BALANCE SHEET, AFTER GIVING PRO FORMA EFFECT TO THE INCURRENCE OF SUCH
INDEBTEDNESS AND ANY OTHER INDEBTEDNESS INCURRED OR REPAID SINCE SUCH BALANCE
SHEET DATE AND THE