COLLECTED AND APPLIED IN ACCORDANCE WITH THE APPLICABLE
PROVISIONS OF THIS AGREEMENT AND THE SECURITY DOCUMENTS.
LEVEL 3 WILL ACT IN
GOOD FAITH TO COLLECT OR COMPROMISE ALL SUCH AMOUNTS.
67
SECTION 5.09.
ANNUAL INFORMATION MEETING.
THE BORROWER SHALL, AT THE REQUEST
OF THE REQUIRED LENDERS, HOLD AN ANNUAL MEETING (TELEPHONIC OR OTHERWISE) AT
WHICH THE BORROWER WILL ADDRESS ANY QUESTIONS FROM THE LENDERS RELATING TO ITS
AFFAIRS, FINANCES, CONDITION OR OTHERWISE TO THE EXTENT THAT THE RELEVANT
INFORMATION IS PUBLIC.
SECTION 5.10.
COMPLIANCE WITH LAWS.
EACH OF LEVEL 3 AND THE BORROWER WILL, AND
WILL CAUSE EACH OF THE RESTRICTED SUBSIDIARIES OF LEVEL 3 TO, COMPLY WITH ALL
LAWS (INCLUDING THE COMMUNICATIONS ACT), RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY (INCLUDING OBLIGATIONS
UNDER LICENSES), EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT CONSTITUTE OR RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.11.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS WILL BE (A) USED TO
REFINANCE THE EXISTING TERM LOANS AND (B) TO THE EXTENT OF THE REMAINING
PROCEEDS, ADVANCED BY THE BORROWER TO LEVEL 3 LLC AGAINST DELIVERY OF THE LOAN
PROCEEDS NOTE.
NO PART OF THE PROCEEDS OF THE LOANS WILL BE USED, WHETHER
DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE
REGULATIONS OF THE BOARD, INCLUDING REGULATIONS T, U AND X.
SECTION 5.12.
GUARANTEE AND COLLATERAL REQUIREMENT; FURTHER ASSURANCES.
LEVEL
3 AND THE BORROWER WILL CAUSE THE GUARANTEE AND COLLATERAL REQUIREMENT TO BE AND
REMAIN SATISFIED AT ALL TIMES, PROVIDED, HOWEVER, THAT SOLELY WITH RESPECT TO
THE TRANCHE B TERM LOANS THIS OBLIGATION SHALL BE SUBJECT TO SECTION 2 OF THE
AMENDMENT AGREEMENT.
WITHOUT LIMITING THE FOREGOING, LEVEL 3 AND THE BORROWER
WILL, AND WILL CAUSE EACH SUBSIDIARY OF LEVEL 3 TO, EXECUTE ANY AND ALL
DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL OTHER
ACTIONS (INCLUDING THE FILING OF FINANCING STATEMENTS AND OTHER DOCUMENTS),
WHICH SHALL BE REQUIRED UNDER ANY APPLICABLE UNITED STATES LAW, OR WHICH THE
COLLATERAL AGENT MAY REASONABLY REQUEST, TO EFFECTUATE THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS OR TO GRANT, PRESERVE, PROTECT OR PERFECT THE
LIENS CREATED OR INTENDED TO BE CREATED BY THE LOAN DOCUMENTS OR THE VALIDITY OR
PRIORITY OF ANY SUCH LIEN, ALL AT THE EXPENSE OF THE LOAN PARTIES.
LEVEL 3 AND
THE BORROWER ALSO AGREE TO PROVIDE TO THE COLLATERAL AGENT, FROM TIME TO TIME
UPON REQUEST, EVIDENCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT AS TO THE
PERFECTION OF THE LIENS CREATED OR INTENDED TO BE CREATED BY THE LOAN DOCUMENTS.
SECTION 5.13.
GUARANTEE PERMIT CONDITION AND COLLATERAL PERMIT CONDITION.
(A)
EACH OF LEVEL 3 AND THE BORROWER WILL ENDEAVOR, AND CAUSE EACH REGULATED GRANTOR
AND EACH REGULATED GUARANTOR TO ENDEAVOR, IN GOOD FAITH USING COMMERCIALLY
REASONABLE EFFORTS TO (I) (A) CAUSE THE COLLATERAL PERMIT CONDITION TO BE
SATISFIED WITH RESPECT TO SUCH REGULATED GRANTOR AND (B) CAUSE THE GUARANTEE
PERMIT CONDITION TO BE SATISFIED