OR THE HOLDER OF ANY MATERIAL INDEBTEDNESS OF LEVEL 3 OR
ANY RESTRICTED SUBSIDIARY GIVES ANY NOTICE OR TAKES ANY OTHER ACTION WITH
RESPECT TO A CLAIMED DEFAULT.
Each notice delivered under this Section shall be accompanied by a statement of
an authorized officer of Level 3 setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.
SECTION 5.03.
INFORMATION REGARDING COLLATERAL.
(A)
LEVEL 3 AND THE BORROWER
WILL FURNISH TO THE COLLATERAL AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN
ANY LOAN PARTY'S CORPORATE NAME OR IN ANY TRADE NAME USED TO IDENTIFY IT IN THE
CONDUCT OF ITS BUSINESS OR IN THE OWNERSHIP OF ITS PROPERTIES, (II) IN ANY LOAN
PARTY'S IDENTITY OR CORPORATE STRUCTURE OR (III) IN ANY LOAN PARTY'S FEDERAL
TAXPAYER IDENTIFICATION NUMBER.
EACH OF LEVEL 3 AND THE BORROWER AGREES NOT TO
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL
FILINGS (OR ARRANGEMENTS THEREFOR SATISFACTORY TO THE COLLATERAL AGENT) HAVE
BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE REQUIRED IN
ORDER FOR THE COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO
HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL.
EACH
OF LEVEL 3 AND THE BORROWER ALSO AGREES PROMPTLY TO NOTIFY THE COLLATERAL AGENT
IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED OR DESTROYED.
(B)
EACH YEAR, AT THE TIME OF DELIVERY OF THE CERTIFICATE PURSUANT TO PARAGRAPH
(C) OF SECTION 5.01, LEVEL 3 SHALL DELIVER TO THE COLLATERAL AGENT CERTIFICATES
OF AN AUTHORIZED OFFICER OF LEVEL 3 (I) SETTING FORTH THE INFORMATION REQUIRED
PURSUANT TO (A) THE ANNUAL PERFECTION CERTIFICATE AND (B) UNTIL SUCH TIME AS THE
COLLATERAL PERMIT CONDITION IS SATISFIED WITH RESPECT TO LEVEL 3 LLC, THE ANNUAL
LOAN PROCEEDS NOTE PERFECTION CERTIFICATE, OR CONFIRMING THAT THERE HAS BEEN NO
CHANGE IN SUCH INFORMATION SINCE THE DATES OF THE EFFECTIVE DATE PERFECTION
CERTIFICATE OR THE EFFECTIVE DATE LOAN PROCEEDS NOTE PERFECTION CERTIFICATE, AS
THE CASE MAY BE, OR THE DATE OF THE MOST RECENT CERTIFICATES DELIVERED PURSUANT
TO THIS SECTION AND (II) CERTIFYING THAT ALL UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS (EXCLUDING FIXTURE FILINGS) OR OTHER APPROPRIATE FILINGS, RECORDINGS
OR REGISTRATIONS, INCLUDING ALL REFILINGS, RERECORDINGS AND REREGISTRATIONS,
CONTAINING A DESCRIPTION OF THE COLLATERAL REQUIRED TO BE SET FORTH THEREIN HAVE
BEEN FILED OF RECORD IN EACH UNITED STATES GOVERNMENTAL, MUNICIPAL OR OTHER
APPROPRIATE OFFICE IN EACH JURISDICTION IDENTIFIED PURSUANT TO CLAUSE (I) ABOVE
TO THE EXTENT NECESSARY TO PERFECT AND CONTINUE THE PERFECTION OF THE SECURITY
INTERESTS UNDER THE APPLICABLE SECURITY DOCUMENTS FOR A PERIOD OF NOT LESS THAN
18 MONTHS AFTER THE DATE OF SUCH CERTIFICATE (EXCEPT AS NOTED THEREIN WITH
RESPECT TO ANY CONTINUATION STATEMENTS TO BE FILED WITHIN SUCH PERIOD).
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SECTION 5.04.
EXISTENCE; CONDUCT OF BUSINESS.
EACH OF LEVEL 3 AND THE BORROWER
WILL, AND WILL CAUSE EACH MATERIAL SUBSIDIARY OF LEVEL 3 TO, DO OR CAUSE