Common use of Limitation on Asset Dispositions Clause in Contracts

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by the Board of Directors of Level 3)Parent in good faith and evidenced by a Board Resolution of Parent filed with the Trustee upon request of the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by the Board of Directors of Level 3)Parent in good faith and evidenced by a Board Resolution of Parent filed with the Trustee upon request of the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 The Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Company or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Domestic Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted SubsidiaryGuarantee) and release of the Borrower Company and all Borrower Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Telecommunications Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) thereof from Asset Dispositions may be applied by Xxxxx 0 the Company or a Restricted Subsidiary, to the extent Level 3 the Company or such Restricted Subsidiary electselects or is required by the terms of any Debt: (1) o to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Credit Facility, to the extent such Credit Facility would require such application or prohibit payments pursuant to an Offer to Purchase in accordance with this Section 2.05(b) 3.15 (other than Debt owed to the Company or (c) any Affiliate of the Company); or (2) o to reinvest in Telecommunications/IS Telecommunications Assets (including by means of an Investment in Telecommunications/IS Telecommunications Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 the Company or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “"Excess Proceeds.” The Borrower shall apply " When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata 76 82 basis according to the extent and in the manner required by Section 2.05. (1) The Borrower shall notprincipal amount, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (whichor, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of Debt issued at a sale, transfer, lease or other dispositiondiscount, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3)then Accreted Value, and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).for

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 the Issuer in good faith and evidenced by a Board Resolution of Level 3the Issuer filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiaryapplicable Note Guarantee) and release of the Borrower Issuer and all Borrower Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3the Issuer’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 the Issuer or a Restricted Subsidiary, to the extent Level 3 the Issuer or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility or Debt of a Restricted Subsidiary that is not a Guarantor, to the extent such Qualified Credit Facility or other Debt would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to the Issuer or (c) any Affiliate of the Issuer); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 the Issuer or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to the Issuer or any Affiliate of the Issuer). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the extent and in repayment of other Debt of the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit Issuer or any Borrower Restricted Subsidiary, to sellthe extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by the Issuer which is not otherwise prohibited by this Indenture, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)amount of Excess Proceeds shall be reset to zero. The Issuer and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the Offer. Prior to the Purchase Date, the Issuer shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (2iii) Level 3 deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall not designate as promptly mail or deliver to Holders of Securities so accepted payment in an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least amount equal to the Fair Market Value Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of such Property (whichthe Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, in the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other dispositionTrustee, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer shall deliver to the conduct of the business of Level 3 and its Subsidiaries taken Trustee an Officers’ Certificate as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) to (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value amount of the Property that is Collateral so soldOffer, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case allocation of a designation the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of a Borrower Restricted Subsidiary as such allocation with the provisions of this Section 1016. In the event that the Issuer makes an Unrestricted SubsidiaryOffer to Purchase the Securities, the Fair Market Value Issuer shall comply with any applicable securities laws and regulations, including any applicable requirements of all Property Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that is Collateral ownedthe provisions of any securities laws or regulations conflict with provisions of this Section, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Issuer shall comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and shall not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Section by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions, unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3filed with the Trustees; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or readily marketable cash equivalents and (iii) all Net Available Proceeds, less any amounts invested within 360 days of such disposition in assets related to the assumption of Indebtedness business of the Borrower Company and its Restricted Subsidiaries or any Borrower Restricted Subsidiary (other than Indebtedness applied within 360 days of such disposition to the payment of Debt of the Borrower that is subordinated Company or a Restricted Security, are applied within 360 days of such disposition (1) first, to make an Offer to Purchase Outstanding Securities at 100% of their principal amount plus accrued interest to the Obligations or Indebtedness date of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatpurchase and, to the extent such disposition involves Special Assetsrequired by the terms thereof, all or any portion other Debt of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property Company that is Collateral or Property that would be required to become Collateral following pari passu with the satisfaction Securities at a price no greater than 100% of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an principal amount in cash or cash equivalents equal thereof plus accrued interest to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)purchase, and (2) Level 3 second, to the extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is not otherwise prohibited by this Indenture. Notwithstanding the foregoing, the Company shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction purchase more than 25% of the Collateral Permit Condition unless either: original aggregate principal amount of the Securities in the aggregate pursuant to clause (1) above prior to the day following the fifth anniversary of the original issuance of the Securities, and the maximum amount to be applied to the purchase of the Securities in connection with any Offer to Purchase made pursuant to clause (1) above having a purchase date prior to the case day following the fifth anniversary of a salethe original issuance of the Securities shall be the lesser of (x) the remaining Net Available Proceeds required to be applied to such Offer to Purchase and (y) 25% of the original principal amount of the Securities less the aggregate principal amount of Securities purchased pursuant to all previous Offers to Purchase made pursuant to clause (1), transferprovided, lease or other dispositionhowever, that the Borrower or such Borrower Restricted Subsidiary receives consideration for such saleCompany shall be required, transferpromptly after the fifth anniversary of the original issuance of the Securities, lease or other disposition at least to make an Offer to Purchase Securities, in accordance with the requirements described in clause (i), in an aggregate amount equal to the Fair Market Value aggregate amount of such Property (which, Net Available Proceeds in the case excess of 25% of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the original principal amount of such Offering Proceeds Note, such Indebtedness or Securities that was not applied to Offers to Purchase Securities pursuant to the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case provisions of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)this paragraph.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to, make any Asset Disposition in one or more related transactions unless: : (i) Level 3 the Company or the such Restricted SubsidiarySubsidiary or Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and filed with the Trustee; (ii) at least 75% of the consideration for such disposition consists of (a) cash or Cash Equivalents readily marketable cash equivalents or the assumption of Indebtedness Debt of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities) or Indebtedness of any Borrower such Restricted Subsidiary that is subordinated of the Company or Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate relating to the Obligations of such Borrower Restricted Subsidiary) assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness Debt assumed or (or if b) Related Assets; and (iii) the Company's Pro Rata Portion of the difference between all Net Available Proceeds, less than 75%, the remainder any amounts invested within 360 days of such consideration consists disposition in a Related Business or committed to such investment, are applied within 360 days of Telecommunications/IS Assets); providedsuch disposition (1) first, howeverto the permanent repayment or reduction of Senior Debt of the Company or Debt of a Restricted Subsidiary of the Company, thatRestricted Affiliate or Restricted Subsidiary of a Restricted Affiliate, provided that except in the case of repayment or reduction of Senior Debt of the Company, only the Company's Pro Rata Portion of such Debt shall be deemed to have been repaid or reduced out of such funds remaining, (2) second, to the extent of the Company's Pro Rata Portion of any such funds remaining, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued interest to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued interest to the date of purchase, and (3) third, to the extent of any such funds remaining, to any other use as determined by the Company which is not otherwise prohibited by the Indenture. Notwithstanding the foregoing, the Company will not be required to purchase Securities pursuant to the requirements described in clause (iii)(2) of the preceding paragraph if the Company's Pro Rata Portion of the funds available for such use in respect of an Asset Disposition, together with the Company's Pro Rata Portion of the funds available for such use in respect of all prior Asset Dispositions, but which were not so used pursuant to the provisions described in this paragraph, are less than $10 million. (b) The Company will mail the Offer to Purchase required pursuant to Section 10.14(a) not more than 360 days after consummation of the disposition involves Special Assets, referred to in Section 10.14(a). The aggregate principal amount of the Securities to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds available therefor pursuant to clause (iii)(2) of Section 10.14(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the consideration maySecurities owned by such Holder pursuant to the Offer to Purchase, at Level 3’s election, consist subject to the requirement that any portion of Property other a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations under this Section 10.14 for the principal amount of any Securities acquired or redeemed by the Company otherwise than cash, Cash Equivalents or pursuant to the assumption of Indebtedness or Telecommunications/IS AssetsOffer to Purchase pursuant to this Section 10.14. (bc) If Not later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 10.14, the Company shall deliver to the Trustee an Officer's Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Available Proceeds from any the Asset Disposition pursuant to which such Offer is being made, and (or any series iii) the compliance of related Asset Dispositions) consisting such allocation with the provisions of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition Section 10.14(a). The Company and the Collateral Permit Condition exceed $20,000,000Trustee shall perform their respective obligations specified in the Offer to Purchase and in this Section 10.14. On or prior to the Purchase Date, the Borrower Company shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof tendered pursuant to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assetsthe Offer, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) money sufficient to permit pay the Borrower to repay the Loans in accordance with Section 2.05(b) purchase price of all Securities or portions thereof so accepted and (iii) following deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officer's Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security of like tenor equal in principal amount to any prepayment unpurchased portion of the Loans as required Security surrendered. Any Security not accepted for payment shall be promptly mailed or delivered by Section 2.05(b), with respect the Company to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposethe Holder thereof. (cd) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryNotwithstanding the foregoing, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with this Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and 10.14 shall not permit any Restricted Subsidiary, apply to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of which constitutes a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)conveyance, and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case all or substantially all of the Offering Proceeds Notes, any other intercompany Indebtedness Company's properties or assets within the Loan Proceeds Note, is the principal amount meaning of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)Section 8.01 hereof.

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000250,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds in excess of $20,000,000 from an Asset Disposition (or series of related Asset Dispositions) not applied in accordance with paragraph (b) or (c) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (ai) Level 3 shall The Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, cause or make any Asset Disposition unless: : (i1) Level 3 the Issuer or the such Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for (such Fair Market Value to be determined on the Property sold date of contractually agreeing to such Asset Disposition) of the assets or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and Capital Stock subject to such Asset Disposition; (ii2) at least 75% of the consideration for from such disposition consists Asset Disposition received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents or at the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations time of such Borrower Restricted SubsidiaryAsset Disposition, (B) Additional Assets transferred in an Asset Swap or (C) a combination of (A) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS AssetsB); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.and: (b3) If an amount equal to 100% of the Net Available Proceeds Cash from any such Asset Disposition (is applied by the Issuer or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following such Restricted Subsidiary, as the satisfaction case may be, within 365 days from the later of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds date of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds Cash, as follows: (A) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the Issuer (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (B) to permanently reduce Pari Passu Indebtedness (other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); (C) to invest in Additional Assets; or (D) any combination of the foregoing; provided that pending the final application of any such Net Available Cash in accordance with clause (A), (B), (C) or (D) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; and provided, further, that in the case of clause (C), a binding, written commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 12 months of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within 12 months from the date of the Acceptable Commitment, it being understood that if the Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash not so applied shall constitute Excess Proceeds. For the purposes of clause (2) of this Section 4.1(e)(i) and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and (2) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Disposition. Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in clause (3) of this Section 4.1(e)(i) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$25.0 million, the Issuer will be required to, within 30 days thereafter, make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of the Notes of record on a record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Borrower Issuer shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by this Section 4.1(e), with a copy to the Trustee. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes in any manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (ii) No later than five Business Days after the termination of the Asset Disposition Offer (the “Asset Disposition Purchase Date”), the Issuer will apply such all Excess Proceeds to the extent purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable) required to be purchased pursuant to this Section 4.1(e) (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner required by Section 2.05as principal and interest payments are made. (1iii) The Borrower If the Asset Disposition Purchase Date is on or after an applicable record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Asset Disposition Purchase Date will be paid on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date. (iv) Upon the commencement of an Asset Disposition Offer, the Issuer shall not, and shall not permit any Borrower Restricted Subsidiary, give a notice to sell, transfer, lease each of the Holders or otherwise dispose deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee, the Transfer Agent, the Registrar and the Paying Agent. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of any Property that is Collateral or that would be required to become Collateral following Pari Passu Indebtedness. The notice, which shall govern the satisfaction terms of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)Asset Disposition Offer, and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherstate: (1) that an Asset Disposition Offer is being made pursuant to this Section 4.1(e) and the expiration time of the Asset Disposition Offer; (2) the Asset Disposition Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (3) that Notes must be tendered in denominations of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and will continue to accrue interest; (4) that, unless the Issuer defaults in making the payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest on and after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, DTC or the applicable depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer, a sale, transfer, lease or other dispositionnotice of withdrawal setting forth the name of the Holder, the Borrower principal amount of the Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased; (7) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Borrower Restricted Subsidiary receives consideration Pari Passu Indebtedness tendered and the selection of the Notes for purchase shall be made by the Issuer by such salemethod as the Issuer in its sole discretion shall deem to be fair and appropriate (subject to the Applicable Procedures), transfer, lease or other disposition at least although no Note having a principal amount of U.S.$200,000 shall be purchased in part; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and (9) the Fair Market Value other procedures, as determined by the Issuer, consistent with this Section 4.1(e) that a Holder must follow. (v) On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary or as otherwise provided in this Section 4.1(e), the Asset Disposition Offer Amount of such Property (whichNotes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds in integral multiples of U.S.$1,000; provided that if, following repurchase of a portion of a Note, is the remaining principal amount of such Offering Proceeds Note outstanding immediately after such repurchase would be less than U.S.$200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is U.S.$200,000. The Issuer will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 4.1(e). (vi) The Issuer will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon delivery to it of an Authentication Order from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book-entry) such Indebtedness new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Loan Proceeds Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. In addition, the Issuer will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of the Asset Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (vii) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any accrued and unpaid interest thereon), and (2) other securities laws or regulations in connection with the case repurchase of a sale, transfer, lease Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or other dispositionregulations conflict with the provisions of this Indenture, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer will comply with the conduct of the business of Level 3 applicable securities laws and regulations and will not be deemed to have breached its Subsidiaries taken as a whole (as conclusively determined obligations under this Indenture by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net virtue of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)conflict.

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, the Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by Parent in good faith and evidenced by a Board Resolution of Parent (or by a resolution of a duly authorized committee of the Board of Directors of Level 3)Parent) filed with the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).lenders

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by Parent in good faith and evidenced by a Board Resolution of Parent (or by a resolution of a duly authorized committee of the Board of Directors of Level 3)Parent) filed with the Trustee upon request of the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition in one or more related transactions unless: (i) Level 3 the Company or the such Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Company’s senior management or Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3faith; and (ii) unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration for such disposition consists of (A) cash or Cash Equivalents or Equivalents, (B) the assumption of Indebtedness of the Borrower Company’s or any Borrower Restricted Subsidiary Subsidiary’s Debt or other liabilities (other than Indebtedness of the Borrower including Debt or liabilities that is are subordinated to the Obligations Notes) or Indebtedness Debt or other liabilities of any Borrower such Restricted Subsidiary that is subordinated relating to such assets and, in each case, the Obligations of such Borrower Company or the Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries , as applicable, is released from all liability on the Indebtedness Debt assumed or (C) any Capital Stock or if less than 75%assets of the kind referred to in clauses (4) or (5) of Section 5.10(a)(iii)(A) hereof, or any combination thereof; (iii) (A) within 365 days of such Asset Disposition, the remainder Net Available Proceeds are applied (at the Company or applicable Restricted Subsidiary’s option): (1) to repay, redeem, retire or cancel outstanding Senior Secured Debt; (2) first, to redeem Notes or purchase Notes pursuant to an offer to all Holders at a purchase price equal to at least 100% of such consideration consists of Telecommunications/IS Assets); providedthe principal amount thereof, however, thatplus accrued and unpaid interest and second, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrowerremain, to promptly release any other use as determined by the security interest in such Net Available Proceeds Company or the applicable Subsidiary that is not otherwise prohibited by this Indenture; (i3) to permit Xxxxx 0 repurchase, prepay, redeem or repay Pari Passu Debt; provided that the Company makes an offer to all Holders on a Restricted Subsidiary pro rata basis to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans purchase their Notes in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary provisions set forth below for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).Offer;

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, the Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by Parent in good faith and evidenced by a Board Resolution of Parent (or by a resolution of a duly authorized committee of the Board of Directors of Level 3)Parent) filed with the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Company or such Borrower Restricted Subsidiary receives consideration for at the time of such sale, transfer, lease or other disposition Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Property Asset Disposition; and (which, 2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the case form of cash or Cash Equivalents. If any Restricted Subsidiary of the Offering Proceeds NotesCompany engages in an Asset Disposition, such Restricted Subsidiary shall apply the Net Available Cash therefrom within 395 days after receipt thereof (x) to the extent any other intercompany Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase Secured Indebtedness or (and shall cause the Loan Proceeds Note, is related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased), (y) to the investment in or acquisition of Additional Assets or (z) to make capital expenditures in respect of assets used or useful in the business of a Restricted Subsidiary. The sum of (i) the amount of Net Available Cash not applied or invested as provided in this paragraph (to the extent permitted by the applicable documents governing Indebtedness of the Company’s Restricted Subsidiaries to be distributed to the Company) plus (ii) 5 Business Days after receipt thereof, the Net Available Cash from Asset Dispositions by the Company will constitute “Excess Proceeds.” (b) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall be required to make an offer to purchase from all Holders and, if applicable, redeem, prepay, repay or purchase (collectively, “redeem”) (or make an offer to do so) any Pari Passu Indebtedness of the Company, the provisions of which require the Company to redeem such Pari Passu Indebtedness with the proceeds from any Asset Dispositions (or offer to do so), in an aggregate principal amount at maturity of Notes and such Pari Passu Indebtedness equal to the amount of such Offering Excess Proceeds Note, such Indebtedness or as follows: (1) the Loan Company shall (a) make an offer to purchase (a “Net Proceeds Note, as applicableOffer”) to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness (pro rata in proportion to the respective principal amounts at maturity of the Notes and such other Pari Passu Indebtedness required to be redeemed), the maximum principal amount at maturity (the “Payment Amount”) of Notes and Pari Passu Indebtedness that may be redeemed out of the amount of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the Accreted Value of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Pari Passu Indebtedness Price paid to holders of Pari Passu Indebtedness is less than the pro rata portion of the Payment Amount allocable to such Pari Passu Indebtedness, then such shortfall shall be used to purchase Notes validly tendered and not withdrawn in excess of the pro rata portion of the Payment Amount allocable to the Notes; (4) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders of Notes thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes (as may be increased in accordance with clause (3) above), Notes to be purchased shall be selected on a pro rata basis; and (25) upon completion of such Net Proceeds Offer in accordance with the case of a sale, transfer, lease or other dispositionforegoing provisions, the consideration consists amount of 100% in cash or Cash Equivalents; or (B) Excess Proceeds with respect to which such transaction: (1) is desirable in Net Proceeds Offer was made shall be deemed to be zero. To the conduct extent that the sum of the business aggregate Offered Price of Level 3 Notes tendered pursuant to a Net Proceeds Offer and its Subsidiaries taken as a whole (as conclusively determined the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto, such shortfall may be used by the Board Company for general corporate purposes as permitted under this Indenture. Any such Net Proceeds Offer shall be conducted in accordance with Section 3.09 hereof. For the purposes of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalentsthis covenant, the Fair Market Value following will be deemed to be cash: (x) the assumption by the transferee of senior Indebtedness of the Property that is Collateral so sold, transferred, leased Company or disposed of (net senior Indebtedness of any cash Restricted Subsidiary of the Company and the release of the Company or Cash Equivalents such Restricted Subsidiary from all liability on such senior Indebtedness in connection with such Asset Disposition and (y) securities received by the Borrower Company or any Restricted Subsidiary of the Company from the transferee that are promptly (and in any event within 90 days following the Asset Disposition) converted by the Company or such Borrower Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in respect connection with the repurchase of such Collateral), Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or (ii) in the case regulations conflict with provisions of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiarythis covenant, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Company will comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and will not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Indenture by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions unless: : (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 the Company in good faith and evidenced by a Board Resolution of Level 3; and the Company; (ii) at least 75% of the consideration for such disposition consists of cash of: (1) or Cash Equivalents or Equivalents; (2) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary's Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (3) Replacement Assets; or (4) a combination of the foregoing; provided that the amount of any consideration received by the Company or if less than 75%, such Restricted Subsidiary that is converted into cash within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assetsthis provision (to the extent of the cash received); providedand (b) all Net Available Proceeds, howeverless any amounts invested within 360 days of such disposition in Replacement Assets, thatare applied within 360 days of such disposition: (i) first, to the permanent repayment or reduction of Senior Debt of the Company or any Subsidiary Guarantor then outstanding under any agreements or instruments which would require such application or prohibit payments pursuant to clause (ii) following, (ii) second, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such remaining Net Available Proceeds, and to make an Offer to Purchase outstanding Notes at 100% of their principal amount plus accrued interest to the Collateral AgentPurchase Date and, at to the Request extent required by the terms thereof, any other Debt of the Borrower, shall take all actions necessary, Company that is pari passu with the Notes ("Pari Passu Debt") at the expense a price no greater than 100% of the Borrowerprincipal amount thereof plus accrued interest to the date of purchase, (iii) third, to promptly release the security interest in such extent of any remaining Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit following the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment completion of the Loans as required by Section 2.05(b), with respect Offer to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)Purchase, to Level 3 the repayment of other Debt of the Company or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or Debt of a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: permitted under the terms thereof, and (1iv) fourth, to permanently prepay Borrowings in accordance with Section 2.05(bthe extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is not otherwise prohibited by the Indenture. Notwithstanding the foregoing, the Company shall not be required to make an Offer to Purchase pursuant to clause (b)(ii) or above if the remaining Net Available Proceeds after giving effect to the application permitted by clause (b)(i) is less than $10 million. (c) or The Company will mail the Offer for an Offer to Purchase required pursuant to Section 3.06(b) not more than 360 days after consummation of the Asset Disposition referred to in Section 3.06(a), subject to the provisions of the final sentence of Section 3.06(b). The aggregate principal amount of the Notes (2and any other Pari Passu Debt) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 be offered to be purchased pursuant to the Offer to Purchase shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with equal the Net Available Proceeds available therefor pursuant to clause (b)(ii) of this Section 3.06 (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations in connection with any Offer to Purchase made pursuant to this Section 306 for the principal amount of any Asset Disposition consisting of Collateral or Property that would be required Notes acquired by the Company otherwise than pursuant to become Collateral following such Offer to Purchase. (d) Not later than the satisfaction date of the Guarantee Permit Condition and Offer with respect to an Offer to Purchase pursuant to this Section 3.06, the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required Company shall deliver to become Collateral following the satisfaction Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an the Asset Disposition not applied pursuant to which such Offer is being made, including, if any consideration consists of Replacement Assets or any amounts are invested in accordance Replacement Assets, the actual assets acquired and a statement indicating the relationship of such assets to the business of the Company and (iii) the compliance of such allocation with paragraph the provisions of Section 3.06(a). The Company and the Trustee shall perform their respective obligations specified in the Offer for the Offer to Purchase. On or prior to the Purchase Date, the Company shall (bi) within 330 days accept for payment (on a pro rata basis, if necessary) Notes or portions thereof tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in the case of a disposition of Special Assets identified trust as provided in clause (a) Section 1003 of the definition Original Indenture) money sufficient to pay the Purchase Price of all Notes or portions thereof in which the Net Available Proceeds exceed $500,000,000, 510 daysso accepted and (iii) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds deliver or cause to be delivered to the extent and Trustee all Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Notes so accepted payment in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least amount equal to the Fair Market Value of Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Property (which, Holders a new Note equal in the case principal amount to any unpurchased portion of the Offering Proceeds Notes, any other intercompany Indebtedness Note surrendered. Any Note not accepted for payment shall be promptly mailed or delivered by the Loan Proceeds Note, is Company to the principal amount of such Offering Proceeds Note, such Indebtedness or Holder thereof. The Company shall publicly announce the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct results of the business of Level 3 and its Subsidiaries taken Offer on or as a whole (soon as conclusively determined by practicable after the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)Purchase Date.

Limitation on Asset Dispositions. (ai) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: unless (ia) Level 3 the Company or the such Restricted Subsidiary, as the case may be, Subsidiary receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds time of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of the shares and assets subject to such Property Asset Disposition; (which, b) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the case form of cash or cash equivalents, provided, however, that any securities or notes received by the Company or such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 10 business days of the Offering Proceeds Notesdate of such Asset Disposition shall be deemed to be cash equivalents; (c) the Company delivers an Officers' Certificate to the Trustee certifying that such Asset Disposition complies with subclauses (a) and (b); and (d) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary) (1) first, to the extent the Company elects (or is required by the terms of any other intercompany Senior Indebtedness), to prepay, repay or purchase Senior Indebtedness or Senior Indebtedness of the Loan Proceeds NoteSubsidiary Guarantors (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) or, if the Asset Disposition is made by a Foreign Restricted Subsidiary, Senior Indebtedness of a Foreign Restricted Subsidiary, within 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this subclause (1), the Company or such restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount of such Offering Proceeds Noteso prepaid, such Indebtedness repaid or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).purchased;

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, make any Asset Disposition unless: : (i1) Level 3 the Issuer or the Restricted such Subsidiary, as the case may be, receives consideration for such disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value for fair market value (such fair market value to be determined on the Property sold or disposed date of contractually agreeing to such Asset Disposition), as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution the Issuer, of Level 3the Equity Interests, property or assets subject to such Asset Disposition; and or (ii2) in any such Asset Disposition, or series of related Asset Dispositions, at least 75% of the consideration for from such disposition consists Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Issuer or such Subsidiary, as the case may be, is in the form of cash, cash equivalents or Cash Equivalents or the assumption of Indebtedness other Permitted Investments; and (3) an amount equal to 100% of the Borrower Net Available Cash from such Asset Disposition is applied within 365 days after the receipt thereof (or, if Holdings or any Borrower Restricted of its Subsidiaries enters into a binding commitment to acquire such long-term assets within 365 days of receipt of such Net Available Cash, within 540 days of receipt thereof) at the option of the Issuer: (i) to repay, redeem, repurchase or otherwise acquire or retire: (I) the Notes; and/or (II) any other Term Loan/Notes Secured Obligations, provided that in the case of clause (II), the Issuer shall equally and ratably reduce Notes Obligations through (A) open market purchases (to the extent such purchases are at or above 100% of the principal amount of the Notes (or, to the extent that such Net Available Cash constitutes Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes)), (B) as provided under Section 5.7 or (C) by making an Asset Disposition Offer; or (ii) to make capital expenditures or to invest in or commit to invest in non-current assets that are used or useful in the business of the Issuer or a Guarantor (including assets or Equity Interests of a Person that becomes a Subsidiary and a Guarantor in connection therewith); or (iii) any combination of the foregoing; provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (3) of this Section 3.5(a), Holdings and its Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. For purposes of clause (2) above, the following shall be deemed to be “cash”: (i) any liabilities (as shown on Holdings’ or any of its Subsidiaries’ most recent balance sheet or in the footnotes thereto which shall at such time have been delivered pursuant to Section 3.10 or otherwise prepared (other than Indebtedness of the Borrower any liabilities that is are by their terms subordinated to the Obligations Notes Obligations)) that are assumed by the transferee with respect to the applicable disposition, (ii) any notes or Indebtedness other obligations or other securities or assets received by Holdings or any of its Subsidiaries in the applicable disposition that are converted into cash or cash equivalents or other Permitted Investments within 180 days of the receipt thereof (to the extent of the cash or cash equivalents or other Permitted Investments received), (iii) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in the applicable disposition having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of receipt of such consideration, 1.0% of Net Tangible Assets of Holdings and its Subsidiaries (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and (iv) any non-current assets referred to in clause (ii) of the immediately preceding paragraph. (b) The Notes Percentage of the amount of any Borrower Restricted Subsidiary Net Available Cash that is subordinated not applied or invested or committed to be applied or invested as provided in Section 3.5(a) will be deemed to constitute “Excess Proceeds” under this Indenture. Within 10 Business Days after the date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes (or, to the Obligations extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of such Borrower Restricted Subsidiarythe principal amount of the Notes) plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Sections 3.5(c) and release (d) and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to this Section 3.5 prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million. (c) Upon the commencement of an Asset Disposition Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to each Holder with a copy to the Trustee at its registered address or otherwise in accordance with the applicable procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Borrower Asset Disposition Offer, shall state: (1) that the Asset Disposition Offer is being made pursuant to this Section 3.5 and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assetslawful, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.Notes properly tendered (and not properly withdrawn) shall be accepted for payment (unless prorated); (b2) If the Net Available Proceeds Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is delivered (the “Asset Disposition Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Disposition Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would Offer shall be required to become Collateral following surrender the satisfaction Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryNote completed, to the extent Level 3 or such Restricted Subsidiary elects: Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Payment Date; (16) that Holders shall be entitled to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or withdraw their election if the Paying Agent receives, not later than two (2) Business Days prior to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following Payment Date, a notice setting forth the satisfaction name of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (orHolder, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of the Note the Holder delivered for purchase and a statement that such Offering Proceeds NoteHolder is withdrawing its election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such Indebtedness adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the Loan Proceeds Noteunpurchased portion of the Notes surrendered (or transferred by book-entry). If the Asset Disposition Payment Date is on or after a record date and on or before the related interest payment date, as applicable, and any accrued and unpaid interest thereonshall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. On the Asset Disposition Payment Date, the Issuer shall, to the extent lawful: (i) accept for purchase all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Asset Disposition Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions set forth below), ; (ii) deposit with the Paying Agent an amount equal to the Asset Disposition payment in respect of all Notes or portions of Notes properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and (2iii) in deliver or cause to be delivered to the case Trustee the Notes accepted for purchase, together with an Officer’s Certificate stating the aggregate principal amount of a sale, transfer, lease or other dispositionNotes being purchased by the Issuer. (d) To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the conduct aggregate principal amount of the business Notes surrendered in any Asset Disposition Offer by Holders exceeds the amount of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash EquivalentsExcess Proceeds, the Fair Market Value of Excess Proceeds shall be allocated among the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of Notes to be purchased on a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectlypro rata basis, by lot to the extent practicable or by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together other method in accordance with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% applicable procedures of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted SubsidiaryDTC, on the basis of the most recent consolidated balance sheet available aggregate principal amount of tendered Notes, provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer will comply, to Level 3 (as conclusively determined the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in good faith connection with the repurchase of Notes pursuant to this Section 3.5. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations under this Indenture by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 The Company shall notnot make, and shall not permit any of its Restricted Subsidiary toSubsidiaries to make, make any Asset Disposition unless: unless the Company (i) Level 3 or the Restricted Subsidiary, as the case may be, ) receives consideration for at the time of each such disposition Asset Disposition at least equal to the Fair Market Value for fair market value of the Property shares or assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net such amounts in excess of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively $50 million determined in good faith by the Chief Financial Officer Board of Level 3Directors, as evidenced by a Board Resolution) and either (i) not less than 75% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash or property or assets used or useful in a Power Supply Business or Capital Stock of a Person primarily engaged in a Power Supply Business, provided that any note or other obligation received by the Company (or such Restricted Subsidiary, as the case may be) that is converted into cash within 180 days of such Asset Disposition and any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this clause (i)., and (ii) first, the Net Cash Proceeds of such Asset Disposition are applied within 90 days from the later of the date of such Asset Disposition or the receipt of Net Cash Proceeds related thereto, to the payment of the principal of, premium and interest on any Senior Debt of the Company (including to cash collateralize letters of credit) and, in connection with any such payment, any related loan commitment, standby facility or the like shall be permanently reduced in an amount equal to the principal amount so repaid and second, to the extent such Net Cash Proceeds are not required by the lenders, or the terms, of the Senior Debt to be applied in accordance with the foregoing or, if after being so applied there remain Net Cash Proceeds, then at the Company's election, such Net Cash Proceeds are either (x) invested in the business or businesses of the Company or any of its Restricted Subsidiaries consistent with Section 4.4; provided that such investment is made within 365 days from the later of the date of such Asset Disposition or the receipt of the Net Cash Proceeds related thereto or (y) applied to the payment of any Senior Debt of the Company or Debt of any Restricted Subsidiary or any Consolidated Subsidiary (other than Debt owed to the Company or another Restricted Subsidiary), and, in connection with any such payment, any related loan commitment, standby facility or the like shall be permanently reduced in an amount equal to the principal amount so repaid; provided that such Net Cash Proceeds are so applied within three months after the expiration of the 365-day period referred to in clause (x) above or (z) applied to make a tender offer (the "Offer") to purchase Securities and other Debt of the Company from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Debt with the proceeds from assets sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Debt issued with an original issue discount) of the Securities and such other Debt then outstanding at a purchase price of 100% of their principal amount (or accreted value in the case of Debt issued with an original issue discount), plus accrued interest (subject to proration in the event of oversubscription in the manner set forth below). Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Foreign Asset Disposition are prohibited or delayed by applicable local law from being repatriated to the U.S., the Company (or such Restricted Subsidiary, as the case may be) shall not be required to apply the portion of such Net Cash Proceeds so affected in accordance with clause (ii) above (other than to repay Debt of the Restricted Subsidiary making such Asset Disposition or Debt of a Consolidated Subsidiary of the Company, in each case as contemplated by clause (ii) above and to the extent the prohibition or delay on repatriation is not applicable to such repayment and such repayment is not in violation of the terms of any Senior Debt) (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation); provided that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this

Limitation on Asset Dispositions. (a) Level 3 The Company shall notnot make, and shall not permit any of its Restricted Subsidiary toSubsidiaries to make, make any Asset Disposition unless: unless the Company (i) Level 3 or the Restricted Subsidiary, as the case may be, ) receives consideration for at the time of each such disposition Asset Disposition at least equal to the Fair Market Value for fair market value of the Property shares or assets sold or otherwise disposed of as (such amounts in excess of $50 million determined in good faith by the Board of Directors of Level 3 in good faith and Directors, as evidenced by a Board Resolution of Level 3; Resolution) and either (iii) at least not less than 75% of the consideration for received by the Company (or such disposition consists Restricted Subsidiary, as the case may be) is in the form of cash or Cash Equivalents property or assets used or useful in a Power Supply Business or Capital Stock of a Person primarily engaged in a Power Supply Business, provided that any note or other obligation received by the assumption Company (or such Restricted Subsidiary, as the case may be) that is converted into cash within 180 days of Indebtedness such Asset Disposition and any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Borrower Company or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this clause (i), and (ii) first, the Net Cash Proceeds of such Asset Disposition are applied within 90 days from the later of the date of such Asset Disposition or the receipt of Net Cash Proceeds related thereto, to the Obligations of such Borrower Restricted Subsidiary) and release payment of the Borrower principal of, premium and all Borrower Restricted Subsidiaries from all liability interest on any Senior Debt of the Indebtedness assumed Company (including to cash collateralize letters of credit) and, in connection with any such payment, any related loan commitment, standby facility or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatlike shall be permanently reduced in an amount equal to the principal amount so repaid and second, to the extent such disposition involves Special AssetsNet Cash Proceeds are not required by the lenders, all or the terms, of the Senior Debt to be applied in accordance with the foregoing or, if after being so applied there remain Net Cash Proceeds, then at the Company's election, such Net Cash Proceeds are either (x) invested in the business or businesses of the Company or any of its Restricted Subsidiaries consistent with Section 3.1; provided that such investment is made within 365 days from the later of the date of such Asset Disposition or the receipt of the Net Cash Proceeds related thereto or (y) applied to the payment of any Senior Debt of the Company or Debt of any Restricted Subsidiary or any Consolidated Subsidiary (other than Debt owed to the Company or another Restricted Subsidiary), and, in connection with any such payment, any related loan commitment, standby facility or the like shall be permanently reduced in an amount equal to the principal amount so repaid; provided that such Net Cash Proceeds are so applied within three months after the expiration of the 365-day period referred to in clause (x) above or (z) applied to make a tender offer (the "Offer") to purchase Notes and other Debt of the Company from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Debt with the proceeds from assets sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Debt issued with an original issue discount) of the Notes and such other Debt then outstanding at a purchase price of 100% of their principal amount (or accreted value in the case of Debt issued with an original issue discount), plus accrued interest (subject to proration in the event of oversubscription in the manner set forth below). Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Foreign Asset Disposition are prohibited or delayed by applicable local law from being repatriated to the U.S., the Company (or such Restricted Subsidiary, as the case may be) shall not be required to apply the portion of the consideration may, at Level 3’s election, consist of Property such Net Cash Proceeds so affected in accordance with clause (ii) above (other than cashto repay Debt of the Restricted Subsidiary making such Asset Disposition or Debt of a Consolidated Subsidiary of the Company, in each case as contemplated by clause (ii) above and to the extent the prohibition or delay on repatriation is not applicable to such repayment and such repayment is not in violation of the terms of any Senior Debt) (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation); provided that once such repatriation of any such affected Net Cash Equivalents Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this Section 3.10. To the extent that dividends or distributions of any or all of the assumption Net Cash Proceeds of Indebtedness any Foreign Asset Disposition would result in a tax liability greater than that which would be incurred if such Net Cash Proceeds were not so dividended or Telecommunications/IS Assetsdistributed, the Net Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary for so long as such adverse tax liability would continue to be incurred. Notwithstanding anything in this covenant to the contrary, the Company and any Restricted Subsidiary may make the following Asset Dispositions: (i) a disposition resulting from the bona fide exercise by governmental authority of its claimed or actual power of eminent domain; (ii) a realization upon a security interest; (iii) any Permitted Payment or Restricted Payment that is permitted hereunder; or (iv) any sale, transfer, conveyance, lease or other disposition of the Capital Stock or Property of a Restricted Subsidiary pursuant to the terms of any power sales agreement or steam sales agreement or other agreement or contract related to the output or product of, or services rendered by, a Power Supply Business as to which such Restricted Subsidiary is the supplying party; provided that to the extent the Company or any Restricted Subsidiary receives any cash consideration in connection with such Asset Disposition, the Net Cash Proceeds from such Asset Disposition shall be applied in accordance with clause (ii) of this Section 3.10. (b) If the Net Available Proceeds from any Asset Disposition (or any series aggregate purchase price of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition Notes and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower other Debt tendered pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders an Offer made pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. clause (cii)(z) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) above is less than the Net Cash Proceeds allotted to the purchase of the definition thereof in which Notes and other Debt, the Company may use the remaining Net Available Cash Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” for general corporate purposes. The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall Company will not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following comply with the satisfaction provisions of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or clause (ii) in the case first paragraph of a designation this Section 3.10 if the Net Cash Proceeds from one or more Asset Dispositions occurring on or after the date of a Borrower Restricted Subsidiary the Indenture are less than $40 million in any one fiscal year. Any lesser amounts so carried forward and cumulated need not be segregated or reserved and may be used for general corporate purposes. (i) Promptly, and in any event within 30 days from the Asset Disposition and the receipt of the Net Cash Proceeds as to which the Company must make an Unrestricted SubsidiaryOffer, the Fair Market Value of all Property that is Collateral owned, directly or indirectlyCompany shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder of Notes, a written notice stating that: (A) an Asset Disposition has occurred and that such Borrower Restricted Subsidiary Holders may tender all or any portion of their Notes pursuant to the Offer in integral multiples of $1,000 principal amount, at the time it is designated an Unrestricted Subsidiary, when taken together with applicable purchase price; (B) any Note not tendered or accepted for payment will continue to accrue interest; (C) any Note accepted for payment pursuant to the Collateral Release Amount Offer shall cease to accrue interest after the Purchase Date (determined prior as defined below); and (D) holders of Notes will be entitled to withdraw their election in the manner described in clause (iii) of this Section 3.10(c). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiarynotice (the "Purchase Date"), does not exceed 5.0% shall include all instructions and materials necessary to enable each holders of Consolidated Tangible Assets as determined Notes to tender Notes pursuant to the Offer and shall contain information concerning the business of the Company which the Company in good faith believes will enable such holder to make an informed decision (which at a minimum will include (1) the time most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of such salethe Company, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to Level 3 such Quarterly Report, other than Current Reports describing other asset dispositions otherwise described in the offering materials (as conclusively determined or corresponding successor reports or reports otherwise required to be delivered to holder of Notes if the Company is no longer filing reports pursuant to the Securities Exchange Act of 1934), (2) a description of material developments in good faith by the Chief Financial Officer Company's business subsequent to the date of Level the latest of such Reports, and (3) if material, appropriate pro forma financial information). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), (B) the allocation of the Net Cash Proceeds

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition of Notes Collateral unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and of; (ii2) at least 75% of the consideration for such disposition Asset Disposition and all other Asset Dispositions since the Issue Date on a cumulative basis consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (or if less than 75%, iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the remainder foregoing; (3) without limitation of such consideration consists the obligations of Telecommunications/IS Assets); provided, however, thatthe Company pursuant to Section 4.19, to the extent such disposition involves Special Assets, all that any consideration received by the Company or any portion Restricted Subsidiary in such Asset Disposition (including, for avoidance of doubt, any Designated Noncash Consideration) consists of assets of the consideration maytype that would constitute Notes Collateral, at Level 3’s electionsuch assets, consist including the assets of Property other than cashany Person that becomes a Subsidiary Guarantor as a result of such transaction, Cash Equivalents or are as soon as reasonably practicable after their acquisition added to the assumption of Indebtedness or Telecommunications/IS Assets.Notes Collateral (to the extent that such additional assets do not constitute ABL Collateral); and (b4) If subject to the provisions of the Intercreditor Agreements, the Net Available Proceeds from any such Asset Disposition (of Notes Collateral are paid directly by the purchaser thereof to the Collateral Trustee to be held in trust in a Collateral Account for application in accordance with this Section 4.10; provided that the amount of any consideration received by the Company or any series of related Asset Dispositions) consisting of Property such Restricted Subsidiary that is Collateral or Property that would be required to become Collateral following the satisfaction converted into cash within 180 days of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds closing of such Asset Disposition or related Asset Dispositionsshall be deemed to be cash for purposes of this Section 4.10(a) into a deposit account in which (to the Collateral Agent has a perfected security interest in favor extent of the Lenderscash received). Prior to the time a Notice of Default This Section 4.10(a) shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), not apply with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)condemnation, to Level 3 event of loss or any Restricted Subsidiary for any purposeother involuntary Asset Disposition. (cb) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to Within 365 days after the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied of Notes Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Available Proceeds at its option, in any combination of the following: (1) to repay, repurchase or otherwise retire (or offer to do so in accordance with paragraph the provisions of an Offer to Purchase) (i) First Lien Obligations (if any) or (ii) obligations under the Notes and under any other Pari Passu Debt (and in the case of any revolving credit facilities, to correspondingly reduce commitments with respect thereto) (in the case of clause (ii), on a pro rata basis); provided that all repayments, repurchases or retirements of (or offers thereof in accordance with the provisions of an Offer to Purchase) obligations under the Notes shall be made as provided under Section 3.7 or by making an offer to all Holders of Notes to purchase their Notes at the Offered Price; (2) to (a) make an Investment by the Company or a Restricted Subsidiary in any one or more Similar Businesses or (b) within 330 acquire Replacement Assets or make capital expenditures; provided that the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this paragraph if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further that upon any abandonment or termination of such commitment, the Net Available Proceeds not so applied shall constitute Excess Proceeds and be applied as set forth below; provided, further that any such additional assets acquired with Net Available Proceeds from an Asset Disposition of Notes Collateral are as soon as reasonably practicable after their acquisition pledged as Collateral to the extent required pursuant to this Indenture and the Collateral Trust Agreement; or (3) any combination of the foregoing. (c) Within 365 days after the receipt of any Net Available Proceeds from an Asset Disposition of assets that do not constitute Notes Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be), may apply such Net Available Proceeds at its option, in any combination of the following: (1) in the case of Net Available Proceeds from an Asset Disposition of ABL Collateral, repay any Debt under the ABL Credit Facility or any other Debt of the Company or a Subsidiary Guarantor that is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of Holders of Notes (in each case other than Debt owed to the Company or a Subsidiary of the Company) and, in the case of obligations with respect to revolving indebtedness, to correspondingly reduce commitments with respect thereto; (2) to repay, repurchase or otherwise retire (or offer to do so in accordance with the provisions of an Offer to Purchase) (i) First Lien Obligations or (ii) obligations under the Notes and under any other Pari Passu Debt (and to correspondingly reduce commitments with respect thereto) (in the case of clause (ii), on a pro rata basis), as provided in the second paragraph of this covenant; (3) to the extent such Net Available Proceeds are not from Asset Dispositions of Collateral, (i) to permanently reduce Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Debt owed to the Company, a Subsidiary Guarantor or a Restricted Subsidiary or (ii) to repay Debt secured by a Lien on such assets; or (4) for any purpose permitted by Section 4.10(b)(2); provided that any such additional assets acquired with Net Available Proceeds of ABL Collateral are, as soon as reasonably practicable following the acquisition thereof, pledged as Collateral to the extent required under the Security Documents. (d) Any Net Available Proceeds that are not applied or invested as provided in Sections 4.10(b) and 4.10(c) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, or earlier, at the Company’s election, the Company will offer to apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to make an Offer to Purchase such Debt with the proceeds from any Asset Disposition as follows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed in amounts of $2,000 or integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Offered Price for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an Offer to Purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. (3) The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided that, in the case of Global Notes, beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the procedures of the applicable Depositary; otherwise, such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (4) Pending the final application of any Net Available Proceeds from Asset Dispositions of assets that do not constitute Notes Collateral pursuant to this Section 4.10, the holder of such Net Available Proceeds may apply such Net Available Proceeds temporarily to reduce Debt outstanding under a revolving credit facility (including under the ABL Credit Facility) or otherwise invest such Net Available Proceeds in any manner not prohibited by this Indenture. (e) For purposes of this Section 4.10, in connection with a disposition that includes (i) the Capital Stock issued by the Company or any Subsidiary Guarantor that has an interest in any ABL Collateral or (ii) ABL Collateral and Notes Collateral, then, unless otherwise agreed by the ABL Collateral Agent and the Collateral Trustee, (i) a portion of the proceeds of any such disposition shall be deemed to be Net Available Proceeds of an Asset Disposition of ABL Collateral in an amount equal to the sum of (A) the book value determined in accordance with GAAP of any ABL Collateral consisting of ABL Accounts that are the subject of such disposition (or, in the case of a disposition of Special Assets identified in clause (a) Capital Stock issued by the Company or any Subsidiary Guarantor, any ABL Collateral consisting of the definition thereof ABL Accounts in which the Net Available Proceeds exceed $500,000,000Company or any Subsidiary Guarantor has an interest), 510 days) from determined as of the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)disposition, and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property other ABL Collateral that is the subject of such disposition (or, in the case of a disposition of Equity Interests issued by the Company or any Subsidiary Guarantor, any other ABL Collateral ownedin which the Company or any Subsidiary Guarantor has an interest), directly or indirectly, by determined as of the date of such Borrower Restricted Subsidiary at disposition; and (ii) the time it is designated remainder of the proceeds of such disposition shall be deemed to be Net Available Proceeds of an Unrestricted Subsidiary, when taken together Asset Disposition of Notes Collateral. (f) The Company shall comply with the Collateral Release Amount (determined prior applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer to such salePurchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Disposition provisions of this Indenture, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does the Company will comply with the applicable securities laws and regulations and will not exceed 5.0% be deemed to have breached its obligations under the Asset Disposition provisions of Consolidated Tangible Assets as determined at the time this Indenture by virtue of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition and all other Asset Dispositions since the Start Date on a cumulative basis consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the foregoing; provided that the amount of any consideration received by the Company or if less than 75%, such Restricted Subsidiary that is converted into cash within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assets); provided, however, that, this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration maycash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall not apply with respect to any condemnation, at Level 3’s election, consist event of Property loss or other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetsinvoluntary Asset Disposition. (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph the Company (bor the applicable Restricted Subsidiary, as the case may be) within 330 days (ormay apply such Net Available Proceeds at its option, in the case of a disposition of Special Assets identified in clause (a) any combination of the definition thereof following: (1) to repay, repurchase or otherwise retire (i) any Debt of the Company or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor; in which each case, other than Debt owed to the Company or an Affiliate of the Company; (2) to acquire Replacement Assets or make capital expenditures; provided that, the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set in clause (c) from the date below; or (3) any combination of the receipt of such foregoing. (c) Any Net Available Proceeds shall that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $100.0 million, or earlier, at the Company’s election, the Company will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select the Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of the Offering Proceeds Global Notes, any other intercompany Indebtedness or beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Loan Proceeds Noteprocedures of the applicable Depositary; otherwise, is such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the principal completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of such Offering Proceeds NoteExcess Proceeds, such Indebtedness if any, shall be reset at zero. (d) If the Purchase Date is on or after an interest record date and on or before the Loan Proceeds Noterelated interest payment date, as applicable, and any accrued and unpaid interest, if any, will be paid on the relevant interest thereonpayment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. If the Company becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof), andand the Pari Passu Debt shall be purchased by the Company, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (2e) The Company shall comply with all applicable securities laws and regulations in the case of a saleUnited States, transferincluding, lease or other dispositionwithout limitation, the consideration consists requirements of 100% Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in cash connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalentsregulations conflict with this Section 4.10, the Fair Market Value of Company shall comply with the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by the Borrower or such Borrower Restricted Subsidiary in respect virtue of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit Neither the Company nor any Restricted Subsidiary to, shall make any Asset Disposition unless: : (i1) Level 3 the Company or such Restricted Subsidiary receives consideration, including relief from, or the Restricted Subsidiaryassumption of another Person for, as any liabilities, contingent or otherwise, at the case may be, receives consideration for time of such disposition Asset Disposition at least equal to the Fair Market Value for fair market value of the Property sold or disposed of as determined by the shares and assets subject to such Asset Disposition. The Board of Directors shall determine the fair market value, and their determination shall be conclusive, including as to the value of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and all non-cash consideration; (ii2) at least 75% of the consideration for any Asset Disposition received by the Company or such disposition consists Restricted Subsidiary is in the form of cash or cash. For the purposes of this provision, the following are deemed to be cash: (A) Cash Equivalents or Equivalents; (B) the assumption of Indebtedness of the Borrower Company, other than Disqualified Stock of the Company, or any Borrower Restricted Subsidiary (other than Indebtedness and the release of the Borrower that is subordinated to the Obligations Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (C) Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations no longer a Restricted Subsidiary as a result of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatAsset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee, or is the beneficiary of any indemnity with respect to such disposition involves Special AssetsIndebtedness which is secured by any letter of credit or Cash Equivalents, all of such Indebtedness in connection with such Asset Disposition; (D) securities received by the Company or any portion Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 60 days after the Asset Disposition; (E) an amount equal to the fair market value of Indebtedness of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (Company or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following Restricted Subsidiary received by the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 Company or a Restricted Subsidiary as consideration for any Asset Disposition, determined at the time of receipt of such Indebtedness by the Company or such Restricted Subsidiary; and (F) consideration consisting of Additional Assets; (3) the Company or such Restricted Subsidiary applies an amount equal to reinvest such 100% of the Net Available Proceeds Cash from such Asset Disposition in Telecommunications/IS Assets, the following manner: (iiA) to permit the Borrower to repay extent the Loans in accordance with Section 2.05(b) Company elects, or (iii) following any prepayment of the Loans as is required by Section 2.05(b)the terms of any secured Indebtedness, with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)other than Preferred Stock, to Level 3 prepay, repay or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 purchase secured Indebtedness, in each case other than Indebtedness owed to the Company or a Restricted Subsidiary, within 365 days after the date of such Asset Disposition; (B) to the extent Level 3 of the balance of Net Available Cash, to the extent the Company or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) , to reinvest in Telecommunications/IS Additional Assets (including by means of an Investment in Telecommunications/IS Additional Assets by a Restricted Subsidiary with Net Available Proceeds Cash received by Xxxxx 0 the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition, or, if such reinvestment in Additional Assets is a project that is authorized by the Board of Directors within such 365-day period, within 455 days from the date of such Asset Disposition; (C) to the extent of the balance of such Net Available Cash remaining after application pursuant to clauses (A) or (B) above (the "Excess Proceeds"). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire make an offer to purchase Notes within 15 days after the periods specified in clauses (A) and (B) above in accordance with Section 3.09 hereof at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Purchase Date, and, to the extent required by the terms thereof, any Telecommunications/IS Assets other Indebtedness that is pari passu with the Notes subject to the agreements governing such other Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the Purchase Date and liquidated damages, if any; and (D) to the extent of the balance of such Excess Proceeds after application pursuant to clauses (A), (B) or (C) of this Section 4.10(3) ("Remaining Excess Proceeds") for any purpose not prohibited by this Indenture. However, in connection with any prepayments, repayment or purchase of revolving credit Indebtedness pursuant to clauses (A) and (C) of this Section 4.10(3), the Company or such Restricted Subsidiary will cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Pending the final application of any Net Available Cash, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds Cash in any manner that is not prohibited by this Indenture. (b) Notwithstanding the other provisions of any Asset Disposition consisting of Collateral or Property that would this Section 4.10, the Company and the Restricted Subsidiaries shall not be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any apply any Net Available Proceeds Cash in accordance with this Section 4.10, except to the extent that the aggregate Net Available Cash from an all Asset Disposition Dispositions made since December 5, 2003 that is not applied in accordance with paragraph this Section 4.10 exceeds $15 million. (bc) within 330 days To the extent that the aggregate principal amount of the Notes and other Indebtedness that is pari passu with the Notes tendered pursuant to an Asset Disposition Offer made in accordance with this Section 4.10 and Section 3.09 hereof exceeds the amount of Excess Proceeds, the Notes and the other pari passu Indebtedness will be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such Asset Disposition Offer; provided that when such Asset Disposition Offer is complete, the amount of Excess Proceeds shall be reset to zero. (or, in d) The Company will comply with the case requirements of a disposition of Special Assets identified in clause (aSection 14(e) of the definition thereof Exchange Act and any other securities laws or regulations in which connection with the Net Available Proceeds exceed $500,000,000repurchase of Notes pursuant to this Section 4.10 and Section 3.09 hereof, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds in each case, to the extent and in applicable. To the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose extent that the provisions of any Property that is Collateral securities laws or that would be required to become Collateral following the satisfaction regulations conflict with provisions of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor this Section 4.10 or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other dispositionSection 3.09 hereof, the Borrower Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value Section 3.09 hereof as a result of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any other Restricted Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: : (i1) Level 3 the Issuer or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in good faith by the Issuer on the date of contractually agreeing to such Asset Disposition) of the equity and assets subject to such Asset Disposition; and (2) at least 75% of the consideration received by the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, together with the items deemed to be such pursuant to clause (b) below, the “Cash Consideration”). (b) For the purposes of this Section 4.09, the following are deemed to be Cash Consideration: (1) any liabilities (as reflected on the Issuer’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s most recent consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or such Restricted Subsidiary (other than contingent liabilities) that are assumed by the transferee of any such assets; (2) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or cash equivalents within 180 days after such Asset Disposition, to the extent of the cash and cash equivalents received in that conversion; and (3) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that has at that time not been converted into cash or a cash equivalent, not to exceed the greater of $75.0 million and 7.5% of Consolidated Total Assets (with the fair market value of each item of Designated Non-cash Consideration being determined in good faith by the Issuer on the date of contractually agreeing to such Asset Disposition without giving effect to subsequent changes in value). (c) Within 15 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, the Issuer (or such Restricted Subsidiary, as the case may be) may apply the Net Available Cash from such Asset Disposition: (1) to the extent the Issuer elects (or is required by the terms of any applicable Indebtedness), receives consideration for to prepay, repay, redeem or purchase Secured Debt of the Issuer or any Guarantor or Indebtedness of a Wholly Owned Subsidiary of the Issuer that is a Restricted Subsidiary but is not a Guarantor (in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer), provided that such disposition at least prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the Fair Market Value for principal amount so prepaid, repaid, redeemed or purchased; (2) to the Property sold extent the Issuer elects, to acquire Additional Assets or disposed of as determined to make any other Capital Expenditures; (3) to the extent the Issuer elects (or is required by the Board terms of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash any applicable Indebtedness), to prepay, repay, redeem or Cash Equivalents or the assumption of purchase Pari Passu Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS AssetsSecured Debt); provided, however, that, that the Issuer shall make an offer to the Holders of the Notes to purchase a pro rata principal amount of the Notes pursuant to and subject to the conditions set forth below; and (4) to the extent such disposition involves Special Assets, all or any portion of the consideration maybalance of such Net Available Cash after application in accordance with clauses (1), at Level (2) and (3’s election), consist for any purpose permitted by the terms of Property other than cashthis Indenture. In the case of clause (2) above, a binding commitment to apply such Net Available Cash Equivalents pursuant to clause (B) within 180 days of such commitment (an “Acceptable Commitment”) shall be treated as a permitted application of such Net Available Cash pursuant to clause (2); provided, that (x) in the event that any Acceptable Commitment is later cancelled or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If terminated for any reason before the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that Cash is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000applied in connection therewith, the Borrower shall deposit an amount in cash or cash equivalents equal to then such Net Available Cash shall constitute Excess Proceeds upon the expiration of such 15 month period, and (which such amount shall thereafter constitute y) if the Net Available Proceeds Cash is not applied as contemplated by such Acceptable Commitment within the later of (i) 15 months following the later of the date of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds Cash and (ii) 180 days following entry into such Acceptable Commitment, then such Net Available Cash shall constitute Excess Proceeds. Pending application of Net Available Cash pursuant to this Section 4.09, such Net Available Cash may be applied to temporarily reduce revolving credit Indebtedness or in any manner not prohibited by this Indenture. (d) The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” The Borrower shall apply such When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Issuer shall make an offer to the extent and in the manner required by Section 2.05. purchase Notes (1an “Asset Disposition Offer”) The Borrower shall notwithin ten Business Days thereof, and shall not permit any Borrower Restricted Subsidiarypurchase Notes tendered pursuant to an Asset Disposition Offer by the Issuer for the Notes and other Pari Passu Indebtedness that contemporaneously requires the purchase, to sell, transfer, lease prepayment or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value redemption of such Property (which, in Indebtedness with the case proceeds of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the sales of assets at a purchase price of 100% of their principal amount of such Offering Proceeds Notewithout premium, such Indebtedness or the Loan Proceeds Note, as applicable, and any plus accrued and unpaid interest thereon)interest, and if any, to, but excluding, such date of repurchase (2) in the case of a saleor, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral)other Pari Passu Indebtedness of the Issuer, or (iisuch lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) in accordance with the case procedures (including prorating in the event of a designation oversubscription) set forth in this Indenture and the terms of a Borrower Restricted Subsidiary as such other Pari Passu Indebtedness. If any Excess Proceeds remain after consummation of an Unrestricted SubsidiaryAsset Disposition Offer and the contemporaneous offer with respect to any other Pari Passu Indebtedness contemplated above, the Fair Market Value Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate purchase price of all Property that is Collateral ownedthe Notes and other Pari Passu Indebtedness tendered in an Asset Disposition Offer exceeds the amount of Excess Proceeds, directly the Issuer shall allocate the Excess Proceeds between such Notes and other Pari Passu Indebtedness on a pro rata basis and will select the Notes to be purchased on a pro rata basis but in denominations of $2,000 principal amount or indirectlyintegral multiples of $1,000 in excess thereof. The remainder of the Excess Proceeds allocable to the other Pari Passu Indebtedness will be applied as provided pursuant to the terms of such Indebtedness. Upon completion of such an Asset Disposition Offer, by such Borrower Restricted Subsidiary at Excess Proceeds will be deemed to be reset to zero. (e) The Issuer shall comply, to the time it is designated an Unrestricted Subsidiaryextent applicable, when taken together with the Collateral Release Amount (determined prior requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such salelaws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.09, lease, transfer the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of its compliance with such securities laws or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)regulations.

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit Neither the Company nor any Restricted Subsidiary to, shall make any Asset Disposition unless: : (i1) Level 3 the Company or such Restricted Subsidiary receives consideration, including relief from, or the Restricted Subsidiaryassumption of another Person for, as any liabilities, contingent or otherwise, at the case may be, receives consideration for time of such disposition Asset Disposition at least equal to the Fair Market Value for fair market value of the Property sold or disposed of as determined by the shares and assets subject to such Asset Disposition. The Board of Directors shall determine the fair market value, and their determination shall be conclusive, including as to the value of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and all non-cash consideration; (ii2) at least 75% of the consideration for any Asset Disposition received by the Company or such disposition consists Restricted Subsidiary is in the form of cash or cash. For the purposes of this provision, the following are deemed to be cash: (A) Cash Equivalents or Equivalents; (B) the assumption of Indebtedness of the Borrower Company, other than Disqualified Stock of the Company, or any Borrower Restricted Subsidiary (other than Indebtedness and the release of the Borrower that is subordinated to the Obligations Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (C) Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations no longer a Restricted Subsidiary as a result of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatAsset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee, or is the beneficiary of any indemnity with respect to such disposition involves Special AssetsIndebtedness which is secured by any letter of credit or Cash Equivalents, all of such Indebtedness in connection with such Asset Disposition; (D) securities received by the Company or any portion Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 60 days after the Asset Disposition; (E) an amount equal to the fair market value of Indebtedness of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (Company or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following Restricted Subsidiary received by the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 Company or a Restricted Subsidiary as consideration for any Asset Disposition, determined at the time of receipt of such Indebtedness by the Company or such Restricted Subsidiary; and (F) consideration consisting of Additional Assets; (3) the Company or such Restricted Subsidiary applies an amount equal to reinvest such 100% of the Net Available Proceeds Cash from such Asset Disposition in Telecommunications/IS Assets, the following manner: (iiA) to permit the Borrower to repay extent the Loans in accordance with Section 2.05(b) Company elects, or (iii) following any prepayment of the Loans as is required by Section 2.05(b)the terms of any Senior Indebtedness or Indebtedness, with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)other than Preferred Stock, to Level 3 prepay, repay or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (purchase Senior Indebtedness or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 such Indebtedness, in each case other than the Indebtedness owed to the Company or a Restricted Subsidiary, within 365 days after the date of such Asset Disposition; (B) to the extent Level 3 of the balance of Net Available Cash, to the extent the Company or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) , to reinvest in Telecommunications/IS Additional Assets (including by means of an Investment in Telecommunications/IS Additional Assets by a Restricted Subsidiary with Net Available Proceeds Cash received by Xxxxx 0 the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition, or, if such reinvestment in Additional Assets is a project that is authorized by the Board of Directors within such 365-day period, within 455 days from the date of such Asset Disposition; (C) to the extent of the balance of such Net Available Cash remaining after application pursuant to clauses (A) or (B) above (the "Excess Proceeds"). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire make an offer to purchase Notes in accordance with Section 3.09 hereof at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Purchase Date, and, to the extent required by the terms thereof, any Telecommunications/IS Assets other Senior Subordinated Indebtedness subject to the agreements governing such other Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the Purchase Date and liquidated damages, if any; and (D) to the extent of the balance of such Excess Proceeds after application pursuant to clauses (A), (B) or (C) of this Section 4.10(3) for any purpose not prohibited by this Indenture. However, in connection with any prepayments, repayment or purchase of revolving credit Indebtedness pursuant to clauses (A) and (C) of this Section 4.10(3), the Company or such Restricted Subsidiary will cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Pending the final application of any Net Available Cash, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds Cash in any manner that is not prohibited by this Indenture. (b) Notwithstanding the other provisions of any Asset Disposition consisting of Collateral or Property that would this Section 4.10, the Company and the Restricted Subsidiaries shall not be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any apply any Net Available Proceeds Cash in accordance with this Section 4.10, except to the extent that the aggregate Net Available Cash from an all Asset Disposition Dispositions that is not applied in accordance with paragraph this Section 4.10 exceeds $15 million. (bc) within 330 days To the extent that the aggregate principal amount of the Notes and other Senior Subordinated Indebtedness tendered pursuant to an Asset Disposition Offer made in accordance with this Section 4.10 and Section 3.09 hereof exceeds the amount of Excess Proceeds, the Trustee will select the Notes and Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such Asset Disposition Offer; provided that when such Asset Disposition Offer is complete, the amount of Excess Proceeds shall be reset to zero. (or, in d) The Company will comply with the case requirements of a disposition of Special Assets identified in clause (aSection 14(e) of the definition thereof Exchange Act and any other securities laws or regulations in which connection with the Net Available Proceeds exceed $500,000,000repurchase of Notes pursuant to this Section 4.10 and Section 3.09 hereof, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds in each case, to the extent and in applicable. To the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose extent that the provisions of any Property that is Collateral securities laws or that would be required to become Collateral following the satisfaction regulations conflict with provisions of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor this Section 4.10 or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other dispositionSection 3.09 hereof, the Borrower Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value Section 3.09 hereof as a result of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 Subject to the provisions of Section 5.2, Lupatech shall not, and shall not permit any Restricted Subsidiary Guarantor to, make any Asset Disposition unless: unless the following conditions are met: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration The Asset Disposition is for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and Value; (ii) At least 75% of the consideration received by Lupatech or such other Guarantor consists of: (A) cash or Temporary Cash Investments or (B) Additional Assets; (iii) Within 270 days after the receipt of any Net Available Cash from an Asset Disposition, at least 75% of the consideration for Net Available Cash is used: (A) to repay and permanently reduce any secured Senior Debt of Lupatech or such disposition consists of cash Guarantor, in each case, owed to a Person other than Lupatech or Cash Equivalents any other Guarantor, or (B) to acquire all or the assumption of Indebtedness substantially all of the Borrower assets of a Related Business, or a majority of the Voting Stock of another Person that thereupon becomes a Guarantor engaged in a Related Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Related Business; or (C) to acquire Additional Assets for Lupatech or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.Guarantor, (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (civ) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means Cash of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied (or elected by Lupatech not to be applied) pursuant to paragraph (iii) above within 270 days of the Asset Disposition shall constitute “Excess Proceeds.” Excess Proceeds of less than U.S.$25,000,000 will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds U.S.$25,000,000, Lupatech shall, within 30 days of the date on which such amount is equaled or exceeded, make an Offer to apply: (A) accumulated Excess Proceeds, multiplied by; (B) a fraction (x) the numerator of which is equal to the then outstanding principal amount of the Bonds and (y) the denominator of which is equal to the then outstanding principal amount of the Bonds and all Debt that ranks pari passu with the Bonds similarly required to be repaid, redeemed or tendered for in accordance connection with paragraph the Asset Disposition, rounded down to the nearest U.S.$2,000; to the purchase or redemption of the maximum principal amount of Bonds to which such offers applies at the price set forth in clause (b) of this Section 5.1. Upon completion of the Offer, Excess Proceeds will be reset at zero and Lupatech shall be entitled to use any remaining proceeds for any corporate purposes to the extent permitted under this Indenture. For the purposes of sub-clause (ii) of this clause (a), the following will be deemed to be cash: (x) the assumption by the transferee of Senior Debt of the Company or any Guarantor and the release of the Company or any such Guarantor from all liability on such Senior Debt in connection with such Asset Disposition and (y) securities received by the Company or any Guarantor from the transferee that are converted by the Company or such Guarantor into cash within 330 90 days of such Asset Disposition, to the extent of the cash received in such conversion. (i) In the event of an Asset Disposition that requires the purchase of Bonds pursuant to clause (a)(iv) above, the Company shall make a written offer (an “Offer”) to the Holders of the Bonds to purchase the Outstanding Bonds (and any other Senior Debt), at a purchase price, in U.S. dollars, equal to 100% of their principal amount (or, in the case of a disposition any other Senior Debt) plus accrued and unpaid interest (including Additional Amounts, if any) thereon, to the date of Special Assets identified in clause purchase and (aii) if the aggregate purchase price of the definition thereof in which Bonds (and any other Senior Debt issued with original issue discount, 100% of the accreted value thereby) tendered pursuant to the Offer exceeds the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds Cash allotted to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other dispositiontheir purchase, the Borrower or such Borrower Restricted Subsidiary receives consideration for such saleCompany shall select the Bonds and other Senior Debt to be purchased on a pro rata basis but in round denominations, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, which in the case of the Offering Bonds will be denominations that are multiples of U.S.$1,000 provided that no Bond remaining Outstanding shall have a denomination of less than U.S.$2,000. Upon completion of the Offer, Excess Proceeds Noteswill be reset at zero. (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other intercompany Indebtedness applicable securities laws or regulations in connection with the Loan Proceeds Noterepurchase of Bonds pursuant to this covenant. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, is the principal amount Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. (d) In the event of an Asset Disposition that would result in the loss of sole direct or indirect control over a Guarantor by Lupatech, the Company shall provide the Trustee with an Officers’ Certificate to the effect that the Company shall comply with its obligations under this Section 5.1, and upon delivery of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other dispositionOfficers’ Certificate, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, Guarantee given by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Guarantor shall be released in accordance with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% provisions of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)Section 11.7.

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by Parent in good faith and evidenced by a Board Resolution of Parent (or by a resolution of a duly authorized committee of the Board of Directors of Level 3)Parent) filed with the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of; and (2) in the case of as determined by an Asset Disposition or series of related Asset Dispositions having a Fair Market Value in excess of the Board greater of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; (i) $15.0 million and (ii) 7.0% of Trailing Consolidated EBITDA, at least 75% of the consideration for such disposition Asset Disposition or series of related Asset Dispositions consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption by the transferee of Indebtedness Debt of the Borrower Issuer or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) and release of the Borrower and all Borrower Issuer or such Restricted Subsidiaries Subsidiary from all liability on the Indebtedness assumed Debt assumed; (or if less iii) Replacement Assets; (iv) Designated Noncash Consideration; (v) Debt of any Restricted Subsidiary (other than 75%, the remainder Subordinated Debt) that is no longer a Restricted Subsidiary as a result of such consideration consists of Telecommunications/IS Assets); provided, however, thatAsset Disposition, to the extent that the Issuer and each other Restricted Subsidiary is released from any guarantee of payment of such disposition involves Special Assets, all Debt in connection with the Asset Disposition; (vi) consideration consisting of Debt of the Issuer or another Restricted Subsidiary (other than Subordinated Debt) received after the Issue Date from persons who are not the Issuer or any portion other Restricted Subsidiary (valued at the lower of the price paid by such third party for such Debt and par); and (vii) any combination of the foregoing; provided that the amount of any consideration mayreceived by the Issuer or such Restricted Subsidiary that is converted into cash within 180 days of the closing of such Asset Disposition shall be deemed to be cash for purposes of this Section 4.10(a)(2) (to the extent of the cash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall not apply with respect to any condemnation, at Level 3’s election, consist event of Property loss or other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetsinvoluntary Asset Disposition. (b) If Within 365 days after the receipt of any Net Available Proceeds from an Asset Disposition, the Issuer (or the applicable Restricted Subsidiary, as the case may be), may apply such Net Available Proceeds at its option, in any combination of the following: (1) to repay, repurchase or otherwise retire (i) any Debt of the Issuer or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor, in each case, other than Debt owed to the Issuer or an Affiliate of the Issuer; (2) to acquire Replacement Assets or make capital expenditures; provided that, the Issuer or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds from not so applied shall constitute Excess Proceeds and be applied as set forth in Section 4.10(c); or (3) any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction combination of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposeforegoing. (c) The Any Net Available Proceeds (that are not applied or any portion thereofinvested as provided in Section 4.10(b) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, will constitute “Excess Proceeds.” Subject to the extent Level 3 limitations with respect to Foreign Dispositions below, when the aggregate amount of Excess Proceeds exceeds the greater of (i) $25.0 million and (ii) 11.5% of Trailing Consolidated EBITDA, or earlier, at the Issuer’s election, the Issuer will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Issuer to make an Offer to Purchase such Restricted Subsidiary elects: Debt with the proceeds from any Asset Disposition as follows: (1) the Issuer will make an Offer to permanently prepay Borrowings Purchase from all Holders of the Notes in accordance with Section 2.05(bthe procedures set forth in this Indenture in the maximum principal amount (expressed in amounts of $2,000 or integral multiples of $1,000 in excess thereof) or of Notes that may be purchased out of an amount (cthe “Note Amount”) or equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Offered Price for all Notes tendered); and (2) to reinvest the extent required by such Pari Passu Debt, the Issuer will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in Telecommunications/IS Assets an amount (including the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Issuer be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by means holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of Global Notes issued, beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the procedures of the applicable clearing system; otherwise, such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the completion of the purchase of all the Notes tendered pursuant to an Investment in Telecommunications/IS Assets Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. Notwithstanding any other provisions of this covenant, (i) to the extent that any of or all the Net available Proceeds of any Asset Disposition received or deemed to be received by a Restricted Foreign Subsidiary with (a "Foreign Disposition") is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall notso affected will not be required to be applied in compliance with this Section 4.10, and shall such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, documents or agreements will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer's reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all commercially reasonable actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any Restricted Subsidiaryof such affected Net Available Proceeds is permitted under the applicable law, applicable organizational impediments or other impediment, such repatriation will be promptly effected and the amount of such repatriated Net Available Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this covenant and (ii) to acquire the extent that the Issuer has determined in good faith that repatriation of any Telecommunications/IS Assets with of or all the Net Available Proceeds of any Asset Foreign Disposition consisting would have an adverse tax consequence (which for the avoidance of Collateral doubt, includes, but is not limited to, any repatriation whereby doing so the Issuer, any of its Subsidiaries or Property that any of their respective affiliates and/or equity owners would be required incur a tax liability, including as a result of a dividend or deemed dividend, or a withholding tax) with respect to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (orProceeds, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (d) If the Issuer becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in amounts of $500,000,0002,000 and integral multiples of $1,000 in excess thereof), 510 days) and the Pari Passu Debt shall be purchased by the Issuer, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the receipt of Offer to Purchase is given to Holders, or such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds later date as may be necessary for the Issuer to comply with the extent and in requirements under the manner required by Section 2.05Exchange Act. (1e) The Borrower Issuer shall notcomply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not permit any Borrower Restricted Subsidiary, be deemed to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value have breached its obligations under this Section 4.10 by virtue of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted SubsidiarySubordinated Debt) and release of the Borrower and release, by all Borrower Restricted Subsidiaries applicable creditors in writing, from all liability on the Indebtedness assumed Debt assumed; (or if less iii) the assumption by the purchaser of Debt (other than 75%, the remainder Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such consideration consists Asset Disposition; provided the Company and each Restricted Subsidiary are released from any Guarantee of Telecommunications/IS payment of such Debt in connection with such Asset Disposition; (iv) Replacement Assets); (v) Designated Noncash Consideration; provided, however, that, or (vi) any combination of the foregoing; provided that the amount of any securities or assets received by the Company or such Restricted Subsidiary that is converted into cash or Cash Equivalents within 180 days of the closing of such Asset Disposition shall be deemed to be cash or Cash Equivalents for purposes of this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetscash received). (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition Disposition, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Available Proceeds at its option, in any combination of the following: (1) to repay, repurchase or otherwise retire (i) any Secured Debt of the Company or any Subsidiary Guarantor or (ii) any Debt of any Restricted Subsidiary of the Company that is not applied a Subsidiary Guarantor, in each case, other than Debt owed to the Company or an Affiliate of the Company; (2) to repay, repurchase or otherwise retire any Debt of the Company or any Subsidiary Guarantor that is not Subordinated Debt, other than Debt owed to the Company or an Affiliate of the Company; provided that the Company shall (i) equally and ratably reduce obligations under the Notes, as provided in Section 3.7 or through open market purchases, private transactions or otherwise at market prices (which may be below par) or (ii) make an offer (in accordance with paragraph (bthe procedures set forth below for an Offer to Purchase) within 330 days (orto all Holders to purchase their Notes on a ratable basis with such Debt at a purchase price of 100% of the principal amount thereof, in each case, plus the case amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (3) to acquire Replacement Assets or make capital expenditures; provided that, the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a disposition of Special binding commitment to acquire Replacement Assets identified in clause (a) prior to 365 days after the receipt of the definition thereof in which applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set forth in Section 4.10(c); or (4) from the date any combination of the receipt of such foregoing. (c) Any Net Available Proceeds shall that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $20.0 million, or earlier, at the Company’s election, the Company will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds in its sole discretion. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided that, in the case of the Offering Proceeds Global Notes, any other intercompany Indebtedness or beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Loan Proceeds Noteprocedures of the Depositary; otherwise, is such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the principal completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of such Offering Proceeds NoteExcess Proceeds, such Indebtedness if any, shall be reset at zero. (d) If the Purchase Date is on or after an interest record date and on or before the Loan Proceeds Noterelated interest payment date, as applicable, and any accrued and unpaid interest, if any, will be paid on the relevant interest thereon)payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. If the Company becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, andthe Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof) and the Pari Passu Debt shall be purchased by the Company, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (2e) The Company shall comply with all applicable securities laws and regulations in the case United States, including the requirements of a saleRule 14e-1 under the Exchange Act, transfer, lease and any other applicable laws or other dispositionregulations in connection with the purchase of the Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.10, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Company shall comply with the conduct of the business of Level 3 applicable securities laws and regulations and will not be deemed to have breached its Subsidiaries taken as a whole (as conclusively determined obligations under this Section 4.10 by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect virtue of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 The Company shall notnot make, and shall not permit any of its Restricted Subsidiary toSubsidiaries to make, make any Asset Disposition unless: unless the Company (i) Level 3 or the Restricted Subsidiary, as the case may be, ) receives consideration for at the time of each such disposition Asset Disposition at least equal to the Fair Market Value for fair market value of the Property shares or assets sold or otherwise disposed of as (such amounts in excess of $50 million determined in good faith by the Board of Directors of Level 3 in good faith and Directors, as evidenced by a Board Resolution of Level 3; Resolution) and either (iii) at least not less than 75% of the consideration for received by the Company (or such disposition consists Restricted Subsidiary, as the case may be) is in the form of cash or Cash Equivalents property or assets used or useful in a Power Supply Business or Capital Stock of a Person primarily engaged in a Power Supply Business, provided that any note or other obligation received by the assumption Company (or such Restricted Subsidiary, as the case may be) that is converted into cash within 180 days of Indebtedness such Asset Disposition and any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Borrower Company or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this clause (i), and (ii) first, the Net Cash Proceeds of such Asset Disposition are applied within 90 days from the later of the date of such Asset Disposition or the receipt of Net Cash Proceeds related thereto, to the Obligations of such Borrower Restricted Subsidiary) and release payment of the Borrower principal of, premium and all Borrower Restricted Subsidiaries from all liability interest on any Senior Debt of the Indebtedness assumed Company (including to cash collateralize letters of credit) and, in connection with any such payment, any related loan commitment, standby facility or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatlike shall be permanently reduced in an amount equal to the principal amount so repaid and second, to the extent such disposition involves Special AssetsNet Cash Proceeds are not required by the lenders, all or the terms, of the Senior Debt to be applied in accordance with the foregoing or, if after being so applied there remain Net Cash Proceeds, then at the Company's election, such Net Cash Proceeds are either (x) invested in the business or businesses of the Company or any of its Restricted Subsidiaries consistent with Section 4.4; provided that such investment is made within 365 days from the later of the date of such Asset Disposition or the receipt of the Net Cash Proceeds related thereto or (y) applied to the payment of any Senior Debt of the Company or Debt of any Restricted Subsidiary or any Consolidated Subsidiary (other than Debt owed to the Company or another Restricted Subsidiary), and, in connection with any such payment, any related loan commitment, standby facility or the like shall be permanently reduced in an amount equal to the principal amount so repaid; provided that such Net Cash Proceeds are so applied within three months after the expiration of the 365-day period referred to in clause (x) above or (z) applied to make a tender offer (the "Offer") to purchase Securities and other Debt of the Company from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Debt with the proceeds from assets sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Debt issued with an original issue discount) of the Notes (if then outstanding), the Debentures and such other Debt then outstanding at a purchase price of 100% of their principal amount (or accreted value in the case of Debt issued with an original issue discount), plus accrued interest (subject to proration in the event of oversubscription in the manner set forth below). Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Foreign Asset Disposition are prohibited or delayed by applicable local law from being repatriated to the U.S., the Company (or such Restricted Subsidiary, as the case may be) shall not be required to apply the portion of the consideration may, at Level 3’s election, consist of Property such Net Cash Proceeds so affected in accordance with clause (ii) above (other than cashto repay Debt of the Restricted Subsidiary making such Asset Disposition or Debt of a Consolidated Subsidiary of the Company, in each case as contemplated by clause (ii) above and to the extent the prohibition or delay on repatriation is not applicable to such repayment and such repayment is not in violation of the terms of any Senior Debt) (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation); provided that once such repatriation of any such affected Net Cash Equivalents Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this Section 4.15. To the extent that dividends or distributions of any or all of the assumption Net Cash Proceeds of Indebtedness any Foreign Asset Disposition would result in a tax liability greater than that which would be incurred if such Net Cash Proceeds were not so dividended or Telecommunications/IS Assetsdistributed, the Net Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary for so long as such adverse tax liability would continue to be incurred. Notwithstanding anything in this covenant to the contrary, the Company and any Restricted Subsidiary may make the following Asset Dispositions: (i) a disposition resulting from the bona fide exercise by governmental authority of its claimed or actual power of eminent domain; (ii) a realization upon a security interest; (iii) any Permitted Payment or Restricted Payment that is permitted hereunder; or (iv) any sale, transfer, conveyance, lease or other disposition of the Capital Stock or Property of a Restricted Subsidiary pursuant to the terms of any power sales agreement or steam sales agreement or other agreement or contract related to the output or product of, or services rendered by, a Power Supply Business as to which such Restricted Subsidiary is the supplying party; provided that to the extent the Company or any Restricted Subsidiary receives any cash consideration in connection with such Asset Disposition, the Net Cash Proceeds from such Asset Disposition shall be applied in accordance with clause (ii) of this Section 4.15. (b) If the Net Available Proceeds from any Asset Disposition (or any series aggregate purchase price of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition Securities and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower other Debt tendered pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders an Offer made pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. clause (cii)(z) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) above is less than the Net Cash Proceeds allotted to the purchase of the definition thereof in which Securities and other Debt, the Company may use the remaining Net Available Cash Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” for general corporate purposes. The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall Company will not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following comply with the satisfaction provisions of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or clause (ii) in the case first paragraph of a designation this Section 4.15 if the Net Cash Proceeds from one or more Asset Dispositions occurring on or after the date of a Borrower Restricted Subsidiary the Indenture are less than $40 million in any one fiscal year. Any lesser amounts so carried forward and cumulated need not be segregated or reserved and may be used for general corporate purposes. (i) Promptly, and in any event within 30 days from the Asset Disposition and the receipt of the Net Cash Proceeds as to which the Company must make an Unrestricted SubsidiaryOffer, the Fair Market Value of all Property that is Collateral owned, directly or indirectlyCompany shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder of Securities, a written notice stating that: (A) an Asset Disposition has occurred and that such Borrower Restricted Subsidiary Holders may tender all or any portion of their Securities pursuant to the Offer in integral multiples of $1,000 principal amount, at the time it is designated an Unrestricted Subsidiary, when taken together with applicable purchase price; (B) any Security not tendered or accepted for payment will continue to accrue interest; (C) any Security accepted for payment pursuant to the Collateral Release Amount Offer shall cease to accrue interest after the Purchase Date (determined prior as defined below); and (D) holders of Securities will be entitled to withdraw their election in the manner described in clause (iii) of this Section 4.15(c). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiarynotice (the "Purchase Date"), does not exceed 5.0% shall include all instructions and materials necessary to enable each holders of Consolidated Tangible Assets as determined Securities to tender Secu- rities pursuant to the Offer and shall contain information concerning the business of the Company which the Company in good faith believes will enable such holder to make an informed decision (which at a minimum will include (1) the time most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of such salethe Company, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to Level 3 such Quarterly Report, other than Current Reports describing other asset dispositions otherwise described in the offering materials (as conclusively determined or corresponding successor reports or reports otherwise required to be delivered to holder of Securities if the Company is no longer filing reports pursuant to the Securities Exchange Act of 1934), (2) a description of material developments in good faith by the Chief Financial Officer Company's business subsequent to the date of Level the latest of such Reports, and (3) if material, appropriate pro forma financial information). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), (B) the allocation of the Net Cash Proceeds pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of this Section 4.15. Not later than one Business Day prior to the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section 4.

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3Disposed of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt or other liabilities of the Borrower Issuer or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the foregoing; provided that the amount of any consideration received by the Issuer or if less than 75%, such Restricted Subsidiary that is converted into cash or Cash Equivalents within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assets); provided, however, that, this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, cash or Cash Equivalents received). The foregoing clauses (1) or the assumption (2) of Indebtedness this Section 4.10(a) shall not apply with respect to any condemnation, event of loss or Telecommunications/IS Assetsother involuntary Asset Disposition. (b) If Within 18 months after the receipt of any Net Available Cash Proceeds from an Asset Disposition, the Issuer (or the applicable Restricted Subsidiary, as the case may be), may apply such Net Available Cash Proceeds at its option: (1) to reduce obligations under (x) the Senior Credit Facilities or (y) Debt (other than Subordinated Debt) that is secured by a Lien, which Lien is permitted by this Indenture, and in the case of revolving loans under clauses (x) and (y), to correspondingly reduce commitments with respect thereto; (2) to reduce obligations under (x) Pari Passu Debt of the Issuer or the Subsidiary Guarantors (provided that if the Issuer or any Subsidiary Guarantor shall so reduce such obligations other than the Notes, the Issuer will (A) equally and ratably reduce obligations under the Notes as provided in Section 3.7 or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make an Offer to Purchase (in accordance with the procedures set forth in this Indenture) to all Holders to purchase at a purchase price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would otherwise be redeemed under subclause (A) above)) or (y) Debt of a Subsidiary that is not a Subsidiary Guarantor, in each case, other than Debt owed to the Issuer or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (3) to acquire Replacement Assets or make capital expenditures; provided that the Issuer or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 18 months after the receipt of the applicable Net Available Cash Proceeds and such acquisition of Replacement Assets is consummated prior to 24 months after the date of receipt of the applicable Net Available Cash Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Cash Proceeds from not so applied shall constitute Excess Proceeds and be applied as set in Section 4.10(c); or (4) any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction combination of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposeforegoing. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Cash Proceeds from an Asset Disposition that are not applied or invested as provided in accordance with paragraph (bSection 4.10(b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Issuer’s election, the Issuer will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Issuer to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Issuer will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Issuer will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Issuer be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for any purpose. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the selection of the Notes and Pari Passu Debt to be purchased shall be designated in writing by the Issuer to the Trustee on a pro rata basis to the extent practicable or, if not, by lot or by such other method as is fair and appropriate and as determined by the Issuer in good faith; provided, that, in the case of the Offering Proceeds Global Notes, any other intercompany Indebtedness or beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Loan Proceeds Noteprocedures of the applicable Depositary; otherwise, is such beneficial interests shall be selected for repurchase in accordance with such procedures (subject, in each case, to adjustment to maintain the principal authorized denominations of the Notes). Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of such Offering Proceeds NoteExcess Proceeds, such Indebtedness if any, shall be reset at zero. If the Purchase Date is on or after an interest record date and on or before the Loan Proceeds Noterelated interest payment date, as applicable, and any accrued and unpaid interest, if any, will be paid on the relevant interest thereonpayment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. (d) If the Issuer becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), andand the Pari Passu Debt shall be purchased by the Issuer, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Issuer to comply with the requirements under the Exchange Act. (2e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the case purchase of a sale, transfer, lease Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or other dispositionregulations conflict with this Section 4.10, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer shall comply with the conduct of the business of Level 3 applicable securities laws and regulations and will not be deemed to have breached its Subsidiaries taken as a whole (as conclusively determined obligations under this Section 4.10 by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect virtue of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, make any Asset Disposition, unless (i) the consideration received from such Asset Disposition is at least equal to the Fair Market Value of the Capital Stock, property or other assets sold (as certified by an Officer's Certificate delivered to the Trustee with the resolution of the Board of Directors attached thereto) and (ii) at least 85% of the consideration received from such Asset Disposition is in the form of cash or cash equivalents (the "85% Test"), provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary that are assumed by the transferee in any Asset Disposition (other than liabilities that are incurred in connection with or in anticipation of such Asset Disposition) as a credit against the purchase price therefor and any notes or other obligations received by the Company or such Restricted Subsidiary from such transferee in exchange for any such assets that are converted into cash within 30 calendar days of the receipt of such notes or other obligations (to the extent of cash received) shall be deemed to be cash to the extent of the amount credited or received for purposes of the 85% Test. To the extent that, within 360 calendar days following the Asset Disposition, the Company does not apply, or does not cause its Restricted Subsidiary to apply, the Net Proceeds to (i) the repayment of Senior Indebtedness or (ii) acquire one or more Persons or businesses engaged in, or assets used in, similar lines of business conducted by the Company as of the Initial Issuance Date, or enter into a binding contract to use Net Proceeds for the purposes set forth in this clause (ii), or (iii) reimburse the Company or its Restricted Subsidiaries for expenditures made and costs incurred to repair, rebuild, replace, or restore property subject to loss, damage or taking to the extent the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking (the Net Proceeds that are not applied as provided in clauses (i), (ii) or (iii) shall constitute "Excess Proceeds"), then the Company shall make an offer (a "Net Proceeds Offer") to purchase Securities outstanding in an aggregate principal amount at least equal to such Excess Proceeds on a date not later than 410 calendar days after the date of such Asset Disposition (the "Net Proceeds Purchase Date") at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Net Proceeds Purchase Date (the "Net Proceeds Offer Price"). Until such time as the Net Proceeds from any Asset Disposition are applied in accordance with the second sentence of this Section 4.16(a), the Company may temporarily reduce revolving credit borrowings under the Bank Credit Agreement or otherwise invest such Net Proceeds in any other manner not prohibited by this Indenture. For purposes of 41 49 this Section 4.16, the principal amount of Securities for which a Net Proceeds Offer shall be made is referred to as the "Net Proceeds Offer Amount." To the extent that any Excess Proceeds remain after consummation of a Net Proceeds Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. (b) Notwithstanding the foregoing Section 4.16(a), (i) the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Level 3 or of any of the Capital Stock of a Restricted Subsidiary, as Subsidiary except pursuant to an Asset Disposition of all of the case may be, receives consideration for Capital Stock of such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; Restricted Subsidiary and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would Company shall not be required to become Collateral following make a Net Proceeds Offer unless the satisfaction aggregate amount of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash Excess Proceeds from one or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from more Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed exceeds $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds5,000,000.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 Trustees in good faith and evidenced by a resolution of the Board Resolution of Level 3Trustees; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents readily marketable cash equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated Deben tures) relating to the Obligations of such Borrower Restricted Subsidiary) assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability liabil ity on the Indebtedness assumed assumed; and (iii) all Net Available Proceeds, less any amounts invested within 360 days of such disposition in assets related to the business of the Company, are applied within 360 days of such disposition (1) first, to the permanent repayment or reduction of Senior Debt then outstanding under any agreements or instruments which would require such application or prohibit payments pursuant to clause (2) or (3) following, (2) second, to the permanent repayment or reduction of other Indebtedness of the Company that ranks pari passu with the Debentures Incurred after the date hereof and permitted pursuant to Section 6.01 then outstanding under any agreements or instruments which would require such application or prohibit payments pursuant to clause (3) following, (3) third to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Debentures at 102.5% (or at the then applicable Redemption Price, if less than 75%lower) of their principal amount plus accrued interest to the date of purchase, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatand (4) fourth, to the extent such disposition involves Special Assets, all or of any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such remaining Net Available Proceeds, and to any other use as determined by the Collateral AgentCompany which is not otherwise prohibited by this Agreement including, at without limitation, the Request repayment of other Indebtedness of the Borrower, shall take all actions necessary, at the expense Company or Indebtedness of a Subsidiary of the Borrower, to promptly release the security interest in such Net Available Proceeds Company (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 permitted under the terms thereof) and the payment of any dividend or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings distribution in accordance with respect of the Capital Stock of the Company. The provisions of this Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and 6.10 shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, apply in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case event of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case all or substantially all of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition Company's assets in which case the consideration does not consist provisions of 100% cash Section 6.04 or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (iiSection 8.01(b) in the case of a designation of a Borrower Restricted Subsidiary shall apply as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)appropriate.

Limitation on Asset Dispositions. (ai) Level 3 shall The Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, cause or make any Asset Disposition unless: : (i1) Level 3 the Issuer or the such Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for (such Fair Market Value to be determined on the Property sold date of contractually agreeing to such Asset Disposition) of the assets or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and Capital Stock subject to such Asset Disposition; (ii2) at least 75% of the consideration for from such disposition consists Asset Disposition received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents or at the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations time of such Borrower Restricted SubsidiaryAsset Disposition, (B) Additional Assets transferred in an Asset Swap or (C) a combination of (A) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS AssetsB); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.and: (b3) If an amount equal to 100% of the Net Available Proceeds Cash from any such Asset Disposition (is applied by the Issuer or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following such Restricted Subsidiary, as the satisfaction case may be, within 365 days from the later of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds date of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds Cash, as follows: (A) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the Issuer (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (B) to permanently reduce Pari Passu Indebtedness (other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); (C) to invest in Additional Assets; or (D) any combination of the foregoing; provided that pending the final application of any such Net Available Cash in accordance with clause (A), (B), (C) or (D) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; and provided, further, that in the case of clause (C), a binding, written commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 12 months of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within 12 months from the date of the Acceptable Commitment, it being understood that if the Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash not so applied shall constitute Excess Proceeds. For the purposes of clause (2) of this ‎Section 4.1(e)(i) and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and (2) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Disposition. Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in clause (3) of this ‎Section 4.1(e)(i) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$25.0 million, the Issuer will be required to, within 30 days thereafter, make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of the Notes of record on a record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Borrower Issuer shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by this ‎Section 4.1(e), with a copy to the Trustee. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes in any manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (ii) No later than five Business Days after the termination of the Asset Disposition Offer (the “Asset Disposition Purchase Date”), the Issuer will apply such all Excess Proceeds to the extent purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable) required to be purchased pursuant to this ‎Section 4.1(e) (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner required by Section 2.05as principal and interest payments are made. (1iii) The Borrower If the Asset Disposition Purchase Date is on or after an applicable record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Asset Disposition Purchase Date will be paid on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date. (iv) Upon the commencement of an Asset Disposition Offer, the Issuer shall not, and shall not permit any Borrower Restricted Subsidiary, give a notice to sell, transfer, lease each of the Holders or otherwise dispose deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee, the Transfer Agent, the Registrar and the Paying Agent. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of any Property that is Collateral or that would be required to become Collateral following Pari Passu Indebtedness. The notice, which shall govern the satisfaction terms of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)Asset Disposition Offer, and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherstate: (1) that an Asset Disposition Offer is being made pursuant to this ‎Section 4.1(e) and the expiration time of the Asset Disposition Offer; (2) the Asset Disposition Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; (3) that Notes must be tendered in denominations of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and will continue to accrue interest; (4) that, unless the Issuer defaults in making the payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest on and after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, DTC or the applicable depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer, a sale, transfer, lease or other dispositionnotice of withdrawal setting forth the name of the Holder, the Borrower principal amount of the Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased; (7) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Borrower Restricted Subsidiary receives consideration Pari Passu Indebtedness tendered and the selection of the Notes for purchase shall be made by the Issuer by such salemethod as the Issuer in its sole discretion shall deem to be fair and appropriate (subject to the Applicable Procedures), transfer, lease or other disposition at least although no Note having a principal amount of U.S.$200,000 shall be purchased in part; (8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and (9) the Fair Market Value other procedures, as determined by the Issuer, consistent with this ‎Section 4.1(e) that a Holder must follow. (v) On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary or as otherwise provided in this ‎Section 4.1(e), the Asset Disposition Offer Amount of such Property (whichNotes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds in integral multiples of U.S.$1,000; provided that if, following repurchase of a portion of a Note, is the remaining principal amount of such Offering Proceeds Note outstanding immediately after such repurchase would be less than U.S.$200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is U.S.$200,000. The Issuer will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this ‎Section 4.1(e). (vi) The Issuer will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon delivery to it of an Authentication Order from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book-entry) such Indebtedness new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Loan Proceeds Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. In addition, the Issuer will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of the Asset Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date. (vii) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any accrued and unpaid interest thereon), and (2) other securities laws or regulations in connection with the case repurchase of a sale, transfer, lease Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or other dispositionregulations conflict with the provisions of this Indenture, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer will comply with the conduct of the business of Level 3 applicable securities laws and regulations and will not be deemed to have breached its Subsidiaries taken as a whole (as conclusively determined obligations under this Indenture by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net virtue of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)conflict.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Company or such Borrower Restricted Subsidiary receives consideration for at the time of such sale, transfer, lease or other disposition Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Property Asset Disposition; and (which2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. If the Company or any Restricted Subsidiary engages in an Asset Disposition, the Company or such Restricted Subsidiary shall apply the Net Available Cash therefrom within 395 days after receipt thereof (x) to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Secured Indebtedness), to prepay, repay or purchase Secured Indebtedness (and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased), (y) to the investment in or acquisition of Additional Assets or (z) to make capital expenditures in respect of assets used or useful in the business of the Company or a Restricted Subsidiary. The amount of Net Available Cash not applied or invested as provided in this paragraph will constitute "Excess Proceeds." (b) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall be required to make an offer to purchase from all Holders and, if applicable, redeem, prepay, repay or purchase (collectively, "redeem") (or make an offer to do so) any Pari Passu Indebtedness of the Company, the provisions of which require the Company to redeem such Pari Passu Indebtedness with the proceeds from any Asset Dispositions (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the case amount of such Excess Proceeds as follows: (1) the Company shall (a) make an offer to purchase (a "Net Proceeds Offer") to all Holders, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness (pro rata in proportion to the respective principal amounts of the Offering Proceeds NotesNotes and such other Pari Passu Indebtedness required to be redeemed), any other intercompany the maximum principal amount (the "Payment Amount") of Notes and Pari Passu Indebtedness or that may be redeemed out of the Loan Proceeds Note, is amount of such Excess Proceeds; (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of such Offering the Notes tendered pursuant to a Net Proceeds NoteOffer, such Indebtedness or the Loan Proceeds Note, as applicable, and any plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the "Offered Price"), and the redemption price for such Pari Passu Indebtedness (the "Pari Passu Indebtedness Price") shall be as set forth in the related documentation governing such Indebtedness; (3) if the aggregate Pari Passu Indebtedness Price paid to holders of Pari Passu Indebtedness is less than the pro rata portion of the Payment Amount allocable to such Pari Passu Indebtedness, then such shortfall shall be used to purchase Notes validly tendered and not withdrawn in excess of the pro rata portion of the Payment Amount allocable to the Notes; (4) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders of Notes thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes (as may be increased in accordance with clause (3) above), Notes to be purchased shall be selected on a pro rata basis; and (25) upon completion of such Net Proceeds Offer in accordance with the case of a sale, transfer, lease or other dispositionforegoing provisions, the consideration consists amount of 100% in cash or Cash Equivalents; or (B) Excess Proceeds with respect to which such transaction: (1) is desirable in Net Proceeds Offer was made shall be deemed to be zero. To the conduct extent that the sum of the business aggregate Offered Price of Level 3 Notes tendered pursuant to a Net Proceeds Offer and its Subsidiaries taken as a whole (as conclusively determined the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto, such shortfall may be used by the Board Company for general corporate purposes as permitted under this Indenture. Any such Net Proceeds Offer shall be conducted in accordance with Section 3.09 hereof. For the purposes of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalentsthis covenant, the Fair Market Value following will be deemed to be cash: (x) the assumption by the transferee of senior Indebtedness of the Property that is Collateral so sold, transferred, leased Company or disposed of (net senior Indebtedness of any cash Restricted Subsidiary of the Company and the release of the Company or Cash Equivalents such Restricted Subsidiary from all liability on such senior Indebtedness in connection with such Asset Disposition and (y) securities received by the Borrower Company or any Restricted Subsidiary of the Company from the transferee that are promptly (and in any event within 90 days following the Asset Disposition) converted by the Company or such Borrower Restricted Subsidiary into cash. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in respect connection with the repurchase of such Collateral), Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or (ii) in the case regulations conflict with provisions of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiarythis covenant, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Company will comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and will not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Indenture by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (ai) Level 3 shall The Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, cause or make any Asset Disposition unless: : (i1) Level 3 the Issuer or the such Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for (such Fair Market Value to be determined on the Property sold date of contractually agreeing to such Asset Disposition) of the assets or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and Capital Stock subject to such Asset Disposition; (ii2) at least 75% of the consideration for from such disposition consists Asset Disposition received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents or at the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations time of such Borrower Restricted SubsidiaryAsset Disposition, (B) Additional Assets transferred in an Asset Swap or (C) a combination of (A) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS AssetsB); provided, however, that, and: (3) (A) to the extent such disposition involves Special AssetsNet Available Cash is from an Asset Disposition of assets that do not constitute Collateral, all or any portion an amount equal to 100% of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds Cash from any such Asset Disposition (is applied by the Issuer or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following such Restricted Subsidiary, as the satisfaction case may be, within 365 days from the later of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds date of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05.Cash, as follows: (1i) The Borrower shall not, to permanently reduce (and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction permanently reduce commitments with respect thereto) Secured Indebtedness of the Collateral Permit Condition to a Subsidiary of Level 3 Issuer (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (ii) to permanently reduce Pari Passu Indebtedness (other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); (iii) to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor and a Grantor (other than Indebtedness owed to the Issuer or that will become a Guarantor and a Grantor following satisfaction an Affiliate of the Guarantee Permit Condition and the Collateral Permit ConditionIssuer), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either:; (1iv) to invest in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash EquivalentsAdditional Assets; or (Bv) such transaction: (1) is desirable in the conduct any combination of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).foregoing;

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition unless: : (i) Level 3 the Company or the such Restricted Subsidiary, as the case may be, Subsidiary receives consideration for at the time of such disposition Asset Disposition at least equal to the Fair Market Value for the Property sold or disposed of fair market value, as determined in good faith by the Company's Board of Directors (including as to the value of Level 3 in good faith all non-cash consideration), of the shares and evidenced by a Board Resolution of Level 3; and assets subject to such Asset Disposition; (ii) at least 75% of the consideration for thereof received by the Company or such disposition consists Restricted Subsidiary is in the form of cash or Cash Equivalents Equivalents; and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, (x) to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any senior secured indebtedness), to prepay, repay or purchase senior secured Indebtedness or (y) to the investment in or acquisition of Additional Assets within 180 days from the later of the date of such Asset Disposition or the assumption receipt of such Net Available Cash; (B) second, within 180 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest, if any, thereon; (C) third, within 180 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to prepay, repay or repurchase Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (x) the prepayment, repayment or purchase of Indebtedness of the Borrower Company (other than Indebtedness owing to any Affiliate or Subsidiary of the Company or the repurchase of Disqualified Capital Stock) or Indebtedness of any Borrower Restricted Subsidiary (other than Indebtedness owed to the Company or any of its Subsidiaries or Affiliates or the Borrower repurchase of Disqualified Stock) or (y) any other purpose otherwise permitted under the Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and (C) or the date that is subordinated to one year from the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations receipt of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets)Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $5 million. The Company shall not be required to make an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash form any subsequent Asset Disposition). Any Net Proceeds from the Asset Disposition that are not required to be applied or invested as provided in this clause (iii) will be deemed to constitute "Excess Proceeds." For the purposes of this covenant, the following will be deemed to be cash: (x) the assumption by the transferee of senior indebtedness of the Company or senior indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such disposition involves Special Assets, Restricted Subsidiary from all liability on such senior indebtedness in connection with such Asset Disposition and (y) securities received by the Company or any portion Restricted Subsidiary of the consideration may, at Level 3’s election, consist of Property other than Company from the transferee that are promptly (and in any event within 60 days) converted by the company or such Restricted Subsidiary into cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) In the event of an Asset Disposition that requires the purchase of Securities pursuant to clause (iii)(B) of the first paragraph of this Section 4.10, the Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to the purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the Securities tendered pursuant to the offer is less than the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required Cash allotted to become Collateral following the satisfaction purchase of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000Securities, the Borrower shall deposit an amount in cash or cash equivalents equal to such Company will apply the remaining Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans Cash in accordance with Section 2.05(bclauses (iii)(C) or (iiiD) following any prepayment of the Loans first paragraph of this Section 4.10 as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposepermitted under this Indenture. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryCompany will comply, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall notapplicable, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds requirements of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (aSection 14(e) of the definition thereof Exchange Act and any other securities laws or regulations in which connection with the Net Available Proceeds exceed $500,000,000, 510 days) from the date repurchase of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds Securities pursuant to this Indenture. To the extent and in that the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose provisions of any Property that is Collateral securities laws or that would be required to become Collateral following the satisfaction regulations conflict with provisions of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other dispositionthis covenant, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Company will comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and will not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Indenture by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,00010.0 million, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the such time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans Loan in accordance with Section 2.05(b2.04(d) or (iii) following consummation of any prepayment of offer to prepay the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders Loan pursuant to Section 2.05(e2.04(d), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b2.04(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.052.04. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) [Intentionally Omitted] (2) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (23) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatthat for purposes of this clause (ii), (A) any Designated Non-Cash Consideration received by Xxxxx 0 or its Restricted Subsidiaries in respect of such Asset Disposition, having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (A) that is at that time outstanding, not in excess of the greater of (x) $500,000,000 and (y) 7.5% of Level 3’s Consolidated Tangible Assets measured based on the most recent financial statements that have been delivered pursuant to Section 5.01 or 5.02, as applicable (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), in each case, shall be deemed to be cash and (B) to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,0001,000,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition (or series of related Asset Dispositions) not applied in accordance with paragraph (b) or (c) within 330 540 days (or, in the case if Xxxxx 0 or any of a disposition of Special Assets identified in clause (a) of the definition thereof in which the its Restricted Subsidiaries has committed to reinvest such Net Available Proceeds exceed $500,000,000in accordance with paragraph (b) or (c) during such 540-day period, 510 dayswithin 365 days after the expiration of such 540-day period) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (A) (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 shall The Company will -------------------------------- not, and shall will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i1) Level 3 the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition (and if the total proceeds of such sale is greater than $7 million, such transaction shall have been approved by the Board of Directors); (2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Fully Traded Common Stock; provided, however, that to the extent that any Fully Traded Common Stock is received pursuant to such Asset Disposition and required to satisfy the 75% requirement of this subsection 4.06(a)(2), the fair market value of such Fully Traded Common Stock as of the date of disposition shall be treated as Net Available Cash for all purposes of this Section 4.06; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, receives consideration for such disposition at least equal to the Fair Market Value for extent the Property sold Company or disposed of as determined such Restricted Subsid- iary elects (or is required by the Board terms of Directors any Senior Indebtedness) to prepay, repay or purchase Senior Indebtedness (other than any Preferred and Disqualified Stock) (in each case other than Indebtedness owed to the Company or an Affiliate of Level 3 the Company) within 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that if such prepaid, repaid or purchased Senior Indebtedness was Incurred pursuant to a revolver or similar arrangement that makes credit available, the commitment there- fore is permanently reduced by such amount; (B) second, to the extent of the balance of such Net Available Cash after application in good faith and evidenced by a Board Resolution accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets within 270 days from the later of Level 3; such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (ii) at least 75% B), to make an offer to the holders of the consideration Securities (and, to the extent required by the instrument governing such Indebtedness, to holders of other Senior Subordinated Indebtedness designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness) pursuant to and subject to the conditions contained in this Indenture; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for such disposition consists any purpose not prohibited by the terms of cash or Cash Equivalents or this Indenture. For the purposes of this Section 4.06, the following shall be deemed to be cash: (x) the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness Preferred Stock and Subordinated Obligations of the Borrower that is subordinated to the Obligations Company) or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to and the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Company or such Restricted Subsidiaries Subsidiary from all liability on with respect to such Indebtedness in connection with such Asset Disposition, provided, that the Indebtedness assumed (or if less than 75%, the remainder amount of such consideration consists Indebtedness shall not be deemed to be cash for the purpose of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all term "Net Available Cash;" and (y) securities received by the Company or any portion Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days or are guaranteed (by means of a letter of credit or otherwise) by an institution specified in the consideration may, at Level 3’s election, consist definition of Property other than cash, "Temporary Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS AssetsInvestments." (b) In the event of an Asset Disposition that requires the purchase of the Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.06(a)(3)(C) above, the Company shall purchase Securities tendered pursuant to an offer (the "Offer") by the Company for the Securities (and other Senior Subordinated Indebtedness) at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebt edness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to such Offer is less than the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required Cash allotted to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000purchase thereof, the Borrower shall deposit an amount in cash or cash equivalents equal Company will be entitled to such apply the remaining Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans Cash in accordance with Section 2.05(b4.06(a)(3)(D) or above. The Company shall not be required to make such an Offer to purchase Securities (iiiand other Senior Subordinated Indebtedness) following any prepayment pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the Loans as Net Available Cash in accordance with Section 4.06(a)(3)(A) and (B)) is less than $20 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(esubsequent Asset Disposition), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall notPromptly, and in any event within 10 days after the Company becomes obli gated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose less than 30 days nor more than 60 days after the date of any Property that is Collateral or that would be required to become Collateral following such notice (the satisfaction "Purchase Date") and shall contain such information concerning the business of the Collateral Permit Condition Company which the Company in good faith believes shall enable such Holders to make an informed decision (which at a Subsidiary minimum shall include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of Level 3 (the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than a Subsidiary that is a Guarantor Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports) and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition(ii) if material, appropriate pro forma financial information), and . (2) Level 3 Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall not designate deliver to the Trustee an Officers' Certificate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following (i) the satisfaction amount of the Collateral Permit Condition unless either:Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with Section 4.06(a). (13) in Holders shall be entitled to withdraw their election to have a Security purchased if the case of a sale, transfer, lease Trustee or other disposition, the Borrower or such Borrower Restricted Subsidiary Company receives consideration for such sale, transfer, lease or other disposition at least equal not later than one Business Day prior to the Fair Market Value of such Property (whichPurchase Date, in a facsimile transmission or letter setting forth the case name of the Offering Proceeds NotesHolder, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Offering Proceeds NoteHolder is withdrawing his election to have such Security purchased. If at the expiration of the period for which the Offer remains open the aggregate principal amount of Securities (and any other Senior Subordinated Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and the other Senior Subordinated Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). (d) The Company will comply, to the Loan Proceeds Note, as extent applicable, with the requirements of Section 14(e) of the Exchange Act and any accrued and unpaid interest thereon), and (2) other securities laws or regulations in connection with the case purchase of a sale, transfer, lease the Securities pursuant to this covenant. To the extent that the provisions of any securities laws or other dispositionregulations conflict with provisions of this covenant, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Company will comply with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith applicable securities laws and regulations under this clause by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of; and (2) in the case of as determined by the Board an Asset Disposition or series of Directors related Asset Dispositions having a Fair Market Value of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least $25.0 million, at least 75% of the consideration for such disposition Asset Disposition or series of related Asset Dispositions consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the foregoing; provided that the amount of any consideration received by the Issuer or if less than 75%, such Restricted Subsidiary that is converted into cash within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assets); provided, however, that, this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration maycash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall not apply with respect to any condemnation, at Level 3’s election, consist event of Property loss or other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetsinvoluntary Asset Disposition. (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph Disposition, the Issuers (b) within 330 days (oror the applicable Restricted Subsidiary, as the case may be), may apply such Net Available Proceeds at its option, in the case of a disposition of Special Assets identified in clause (a) any combination of the definition thereof following: (1) to repay, repurchase or otherwise retire (i) any Debt of the Issuers or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor (other than the Co-Issuer), in which each case, other than Debt owed to the Issuer or an Affiliate of the Issuer; (2) to acquire Replacement Assets or make capital expenditures; provided that, the Issuer or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set in Section 4.10(c); or (3) from the date any combination of the receipt of such foregoing. (c) Any Net Available Proceeds shall that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Issuers’ election, the Issuers will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Issuers to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Issuers will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Issuers will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Issuers be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of Global Notes issued, beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Offering Proceeds Notesprocedures of the applicable clearing system; otherwise, such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Issuers become obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof), and the Pari Passu Debt shall be purchased by the Issuers, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Issuers to comply with the requirements under the Exchange Act. (e) The Issuers shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other intercompany Indebtedness applicable laws and regulations in connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.10, the Loan Proceeds Note, is Issuers shall comply with the principal amount applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s Parent's election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “"Excess Proceeds.” The Borrower " When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor's Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such the Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, Note and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by the Board of Directors of Level 3)Parent in good faith and evidenced by a Board Resolution of Parent filed with the Trustee upon request of the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and (ii2) at least 75% of the consideration for such disposition Asset Disposition consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted SubsidiarySubordinated Debt) and release of the Borrower and release, by all Borrower Restricted Subsidiaries applicable creditors in writing, from all liability on the Indebtedness assumed Debt assumed; (or if less iii) the assumption by the purchaser of Debt (other than 75%, the remainder Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such consideration consists Asset Disposition; provided the Company and each Restricted Subsidiary are released from any Guarantee of Telecommunications/IS payment of such Debt in connection with such Asset Disposition; (iv) Replacement Assets); provided, however, that, (v) Designated Noncash Consideration; or (vi) any combination of the foregoing; provided that the amount of any securities or assets received by the Company or such Restricted Subsidiary that is converted into cash within 180 days of the closing of such Asset Disposition shall be deemed to be cash for purposes of this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetscash received). (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition Disposition, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Available Proceeds at its option, in any combination of the following: (1) to repay, repurchase or otherwise retire (i) any Secured Debt of the Company or any Subsidiary Guarantor or (ii) any Debt of any Restricted Subsidiary of the Company that is not applied a Subsidiary Guarantor, in each case, other than Debt owed to the Company or an Affiliate of the Company; 54 (2) to repay, repurchase or otherwise retire any Debt of the Company or any Subsidiary Guarantor that is not Subordinated Debt, other than Debt owed to the Company or an Affiliate of the Company; provided that the Company shall (i) equally and ratably reduce obligations under the Notes, as provided in Section 3.7 or through open market purchases, private transactions or otherwise, in each case, at or above 100% of the principal amount thereof or (ii) make an offer (in accordance with paragraph (bthe procedures set forth below for an Offer to Purchase) within 330 days (orto all Holders to purchase their Notes on a ratable basis with such Debt at 100% of the principal amount thereof, in each case, plus the case amount of accrued but unpaid interest on the Notes that are purchased or redeemed; (3) to acquire Replacement Assets or make capital expenditures; provided that, the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a disposition of Special binding commitment to acquire Replacement Assets identified in clause (a) prior to 365 days after the receipt of the definition thereof in which applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set forth in Section 4.10(c); or (4) from the date any combination of the receipt of such Net Available Proceeds shall constitute “Excess Proceedsforegoing.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 Unless the Notes are rated the Required Rating (during which time this Section 4.18 will not be in effect) Lennar shall not, and shall not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 Lennar (or the such Restricted Subsidiary, as the case may be, ) receives consideration for at the time of such disposition Asset Disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) not less than 75% of the consideration received by Lennar (or such Restricted Subsidiary, as the case may be) is in the case form of a salecash, transfer, lease Cash Equivalents and Marketable Securities. The amount of any Indebtedness (other than any Indebtedness subordinated to the Notes) of Lennar or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) any Restricted Subsidiary that is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined assumed by the Board of Directors of Level 3), and transferee in such Asset Disposition and for which recourse to Lennar or such Restricted Subsidiary is released by the obligee shall be deemed to be consideration required by clause (2) above for purposes of determining the percentage of such consideration received by Lennar or the Restricted Subsidiaries. (b) The Net Cash Proceeds of an Asset Disposition shall, within one year, at Lennar's election, (i) be used by Lennar or a Restricted Subsidiary to acquire capital assets for use in the case Real Estate Business conducted by Lennar and the Restricted Subsidiaries or any other business of Lennar or a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined existing at the time of such saleAsset Disposition or (ii) to the extent not so used, leasebe applied to make an offer to purchase (the "Net Cash Proceeds Offer") the Notes and, transfer if Lennar or a Restricted Subsidiary elects or is required to do so, permanently repay, or otherwise permanently reduce the outstanding amount of any other disposition unsubordinated Indebtedness (on a pro rata basis if the amount available for such repayment or designation as an Unrestricted Subsidiary, on reduction is less than the basis aggregate amount of (x) the principal amount of the most recent consolidated balance sheet available Notes tendered in such Net Cash Proceeds Offer and (y) the principal amount, or accreted value, of such other unsubordinated Indebtedness, plus, in each case accrued interest to Level 3 (the date of repayment or reduction) at 100% of the principal amount or accreted value thereof, as conclusively determined in good faith by the Chief Financial Officer case may be, plus accrued interest to the date of Level 3)repurchase or reduction.

Limitation on Asset Dispositions. (a) Level 3 Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Parent in good faith and evidenced by a Board Resolution of Level 3Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Issuer Restricted Subsidiary (other than Indebtedness Debt of the Borrower Issuer that is subordinated to the Obligations Securities or Indebtedness Debt of any Borrower Issuer Restricted Subsidiary that is subordinated to the Obligations Note Guarantee or Offering Proceeds Note Guarantee of such Borrower Issuer Restricted Subsidiary) and release of the Borrower Issuer and all Borrower Issuer Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3Parent’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 Parent or a Restricted Subsidiary, to the extent Level 3 Parent or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to Parent or (c) any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 Parent or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $100,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the manner required Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, the Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 2.05. (11016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Restricted SubsidiarySubsidiary to, to sell, transfer, lease or otherwise dispose of any Property that is Collateral to Parent or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Sister Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following unless (i) the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower Issuer or such Borrower Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, Note or any other intercompany Indebtedness or the Loan Proceeds NoteDebt, is the principal amount of such the Offering Proceeds Note, Note or such Indebtedness or the Loan Proceeds Note, as applicable, other Debt and any accrued and unpaid interest thereon), and ) and (2ii) in the case of a sale, transfer, lease or other disposition, the consideration consists of either (A) 100% in cash or Cash Equivalents; or Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transaction: transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (1ii)(B) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as a whole (as conclusively determined by Parent in good faith and evidenced by a Board Resolution of Parent (or by a resolution of a duly authorized committee of the Board of Directors of Level 3)Parent) filed with the Trustee, and (2) (i) in the case has a Fair Market Value of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, no less than the Fair Market Value of the Property that for which the substitution is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined made at the time of the substitution. Any such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, Lien may be second in priority to any Lien on the basis such Property in favor of the most recent consolidated balance sheet available lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to Level 3 (as conclusively determined in good faith by a) dividends and distributions (other than any dividend or distribution of the Chief Financial Officer Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of Level 3)services or goods.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3Resolution; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents cash equivalents or the assumption of Indebtedness Debt of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities) or Indebtedness of any Borrower the Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed. If the aggregate of Net Available Proceeds within any twelve-month period exceeds $5 million, then all such Net Available Proceeds shall be applied within 360 days of the last such Asset Disposition (1) first, to the permanent repayment or if less than 75%, the remainder reduction of such consideration consists of Telecommunications/IS Assets); provided, however, thatDebt then outstanding under any Credit Facility, to the extent such disposition involves Special Assetsagreements would require such application or prohibit payments pursuant to clause (2) following; (2) second, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice extent of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such remaining Net Available Proceeds, and the Collateral Agent, to make an Offer to Purchase Outstanding Securities at the Request a price in cash equal to 100% of the Borrower, shall take all actions necessary, at the expense Accreted Value of the BorrowerSecurities on the purchase date plus accrued and unpaid interest thereon and premium, if any, not otherwise included in the Accreted Value to such purchase date and, to promptly release the security extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date (or 100% of the accreted value plus accrued and unpaid interest and premium, if any, to the purchase date in such the case of original issue discount Debt); (3) third, to the extent of any remaining Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit following the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment completion of the Loans as required by Section 2.05(b), with respect Offer to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)Purchase, to Level 3 the repayment of other Debt of the Company or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or Debt of a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: permitted under the terms thereof; and (14) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall notfourth, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit of any Borrower Restricted Subsidiaryremaining Net Available Proceeds, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, use as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in Company which the consideration does is not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received otherwise prohibited by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)this Indenture.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Company or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities or Indebtedness of any Borrower applicable Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted SubsidiaryGuarantee) and release of the Borrower Company and all Borrower Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such -------- ------- disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s the Company's election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b1) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice permanent repayment or reduction of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following Debt then outstanding under any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryCredit Facility, to the extent Level 3 such Credit Facility would require such application or such Restricted Subsidiary elects: prohibit payments pursuant to the Offer to Purchase described in the following paragraph (1) other than Debt owed to permanently prepay Borrowings in accordance with Section 2.05(b) the Company or (c) any Affiliate of the Company); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 the Company or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available 131 Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “"Excess Proceeds.” The Borrower " When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then- Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Company or any Guarantor that is pari passu with the Securities, or any Debt of a Restricted Subsidiary that is ---- ----- not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to the Company or any Affiliate of the Company). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Company shall apply such Excess Proceeds to the extent and in repayment of other Debt of the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit Company or any Borrower Restricted Subsidiary, to sellthe extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by the Company which is not otherwise prohibited by this Indenture, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)amount of Excess Proceeds shall be reset to zero. The Company and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the Offer. Prior to the Purchase Date, the Company shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 10:00 A.M. New York City time on the Purchase Date if the Company elects) and (2iii) Level 3 deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall not designate as promptly mail or deliver to Holders of Securities so accepted payment in an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least amount equal to the Fair Market Value Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of such Property (whichthe Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, in the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other dispositionTrustee, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Company shall deliver to the conduct of the business of Level 3 and its Subsidiaries taken Trustee an Officers' Certificate as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) to (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value amount of the Property that is Collateral so soldOffer, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case allocation of a designation the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of a Borrower Restricted Subsidiary as such allocation with the provisions of this Section 1016. In the event that the Company makes an Unrestricted SubsidiaryOffer to Purchase the Securities, the Fair Market Value Company shall comply with any applicable securities laws and regulations, including any applicable requirements of all Property Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that is Collateral ownedthe provisions of any securities laws or regulations conflict with provisions of this Section, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Company shall comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and shall not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Section by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 shall Holdings and the Parent Borrower will not, and shall will not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i) Level 3 Holdings or the such Restricted Subsidiary, as the case may be, Subsidiary receives consideration for such disposition at least equal to the Fair Market Value for the Property sold (including by way of relief from, or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (iiany other Person assuming responsibility for, any liabilities, contingent or otherwise) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds time of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of the shares and assets subject to such Property Asset Disposition (which, in determined on the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of date a legally binding commitment for such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereonAsset Disposition was entered into), and, (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a designation Fair Market Value (on the date a legally binding commitment for such Asset Disposition was entered into) of $10.0 million or more, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary is in the form of cash, and (iii) no Event of Default shall have occurred and be continuing at the time of any such Asset Disposition after giving effect thereto. (b) [Reserved]. (c) [Reserved]. (d) For the purposes of subsection 8.4(a)(ii) above, the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of Holdings (other than Disqualified Stock of Holdings) or any Restricted Subsidiary and the release of Holdings or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Borrower Restricted Subsidiary as an Unrestricted a result of such Asset Disposition, to the extent that Holdings and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by Holdings or any Restricted Subsidiary from the transferee that are converted by Holdings or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of Holdings or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by Holdings or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $20.0 million and 2.0% of Consolidated Total Assets (with the Fair Market Value of all Property that is Collateral ownedeach item of Designated Noncash Consideration being measured on the date a legally binding commitment for such Asset Disposition (or if later, directly or indirectly, by such Borrower Restricted Subsidiary at for the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time payment of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available item) was entered into and without giving effect to Level 3 (as conclusively determined subsequent changes in good faith by the Chief Financial Officer of Level 3value).

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition and all other Asset Dispositions since the Issue Date on a cumulative basis consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the foregoing; provided that the amount of any consideration received by the Company or if less than 75%, such Restricted Subsidiary that is converted into cash within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assets); provided, however, that, this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration maycash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall not apply with respect to any condemnation, at Level 3’s election, consist event of Property loss or other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetsinvoluntary Asset Disposition. (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph the Company (bor the applicable Restricted Subsidiary, as the case may be) within 330 days (ormay apply such Net Available Proceeds at its option, in the case of a disposition of Special Assets identified in clause (a) any combination of the definition thereof following: (1) to repay, repurchase or otherwise retire (i) any Debt of the Company or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor; in which each case, other than Debt owed to the Company or an Affiliate of the Company; (2) to acquire Replacement Assets or make capital expenditures; provided that, the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set in clause (c) from the date below; or (3) any combination of the receipt of such foregoing. (c) Any Net Available Proceeds shall that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Company’s election, the Company will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of the Offering Proceeds Global Notes, any other intercompany Indebtedness or beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Loan Proceeds Noteprocedures of the applicable Depositary; otherwise, is such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the principal completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of such Offering Proceeds NoteExcess Proceeds, such Indebtedness if any, shall be reset at zero. (d) If the Purchase Date is on or after an interest record date and on or before the Loan Proceeds Noterelated interest payment date, as applicable, and any accrued and unpaid interest, if any, will be paid on the relevant interest thereonpayment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. If the Company becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof), andand the Pari Passu Debt shall be purchased by the Company, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (2e) The Company shall comply with all applicable securities laws and regulations in the case of a saleUnited States, transferincluding, lease or other dispositionwithout limitation, the consideration consists requirements of 100% Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in cash connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalentsregulations conflict with this Section 4.10, the Fair Market Value of Company shall comply with the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by the Borrower or such Borrower Restricted Subsidiary in respect virtue of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions occurring within any 12-month period unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3Resolution, which determination shall be conclusive; and (ii) at least 75% of the consideration for such disposition consists of (1) cash or Cash Equivalents readily marketable cash equivalents or the assumption of Indebtedness Debt of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities) or Indebtedness of any Borrower the Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (2) Telecommunications Assets; or if (3) shares of publicly-traded Voting Stock of any Person engaged in the Telecommunications Business in the United States; and (iii) all Net Available Proceeds, less than 75%, the remainder any amounts invested within 360 days of such consideration consists disposition in new Telecommunications Assets, are applied within 360 days of Telecommunications/IS Assets); providedsuch disposition (1) first, howeverto the permanent repayment or reduction of Senior Debt then outstanding under any agreements or instruments that would require such application or prohibit payments pursuant to clause (2) following, that(2) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued interest to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued interest to the date of purchase, and (3) third, to the extent of any remaining Net Available Proceeds following the completion of the Offer to Purchase, to the repayment of other Debt of the Company or Debt of a Restricted Subsidiary of the Company, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, the Company and its Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. (b) The Company will mail the Offer for an Offer to Purchase required pursuant to Section 1013(a) not more than 360 days after consummation of the disposition involves Special Assets, referred to in Section 1013(a). The aggregate principal amount of the Securities to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds available therefor pursuant to Clause (iii)(2) of Section 1013(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the consideration maySecurities owned by such Holder pursuant to the Offer to Purchase, at Level 3’s election, consist subject to the requirement that any portion of Property other a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations under this Section 1013 for the principal amount of any Securities acquired or redeemed by the Company otherwise than cash, Cash Equivalents or pursuant to the assumption of Indebtedness or Telecommunications/IS AssetsOffer to Purchase pursuant to this Section 1013. (bc) If Not later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 1013, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Available Proceeds from any the Asset Disposition (or any series of related Asset Dispositions) consisting of Property that pursuant to which such Offer is Collateral or Property that would be required to become Collateral following being made, including, if amounts are invested in Telecommunication Assets, the satisfaction amount of the Guarantee Permit Condition assets acquired and (iii) the compliance of such allocation with the provisions of Section 1013(a). The Company and the Collateral Permit Condition exceed $20,000,000Trustee shall perform their respective obligations specified in the Offer for the Offer to Purchase. On or prior to the Purchase Date, the Borrower Company shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof tendered pursuant to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assetsthe Offer, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to permit pay the Borrower to repay the Loans in accordance with Section 2.05(b) purchase price of all Securities or portions thereof so accepted and (iii) following deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security of like tenor equal in principal amount to any prepayment unpurchased portion of the Loans as required Security surrendered. Any Security not accepted for payment shall be promptly mailed or delivered by Section 2.05(b), with respect the Company to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposethe Holder thereof. (cd) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryNotwithstanding the foregoing, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with this Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and 1013 shall not permit any Restricted Subsidiary, apply to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of which constitutes a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)conveyance, and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case all or substantially all of the Offering Proceeds Notes, any other intercompany Indebtedness Company's properties or assets within the Loan Proceeds Note, is the principal amount meaning of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)Section 801 hereof.

Limitation on Asset Dispositions. (a) Level 3 shall The Parent Borrower will not, and shall will not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i) Level 3 the Parent Borrower or the such Restricted Subsidiary, as the case may be, Subsidiary receives consideration for such disposition at least equal to the Fair Market Value for the Property sold (including by way of relief from, or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (iiany other Person assuming responsibility for, any liabilities, contingent or otherwise) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds time of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of the shares and assets subject to such Property Asset Disposition, (which, in determined on the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of date a legally binding commitment for such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereonAsset Disposition was entered into), and, (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a designation Fair Market Value (on the date a legally binding commitment for such Asset Disposition was entered into) of $15.0 million or more, at least 75% of the consideration therefor received by the Parent Borrower or such Restricted Subsidiary is in the form of cash, and (iii) no Event of Default under subsection 8.1(a) or (f) shall have occurred and be continuing at the time of any such Asset Disposition after giving effect thereto. (b) [Reserved]. (c) [Reserved]. (d) For the purposes of subsection 8.4(a)(ii) above, the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Stock of the Parent Borrower) or any Restricted Subsidiary and the release of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Borrower Restricted Subsidiary as an Unrestricted a result of such Asset Disposition, to the extent that the Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $30.0 million and 3.00% of Consolidated Total Assets (with the Fair Market Value of all Property that is Collateral ownedeach item of Designated Noncash Consideration being measured on the date a legally binding commitment for such Asset Disposition (or if later, directly or indirectly, by such Borrower Restricted Subsidiary at for the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time payment of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available item) was entered into and without giving effect to Level 3 (as conclusively determined subsequent changes in good faith by the Chief Financial Officer of Level 3value).

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions occurring within any 12-month period unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3filed with the Trustee, which determination shall be conclusive; and (ii) at least 75% of the consideration for such disposition consists of (1) cash or Cash Equivalents readily marketable cash equivalents or the assumption of Indebtedness Debt of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities) or Indebtedness of any Borrower the Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (2) Telecommunications Assets; or if (3) shares of publicly-traded Voting Stock of any Person engaged in the Telecommunications Business in the United States; and (iii) all Net Available Proceeds, less than 75%, the remainder any amounts invested within 360 days of such consideration consists disposition in new Telecommunications Assets, are applied within 360 days of Telecommunications/IS Assets); providedsuch disposition (1) first, however, thatto the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreements would require such application or prohibit payments pursuant to clause (2) following, (2) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued interest to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Company that is PARI PASSU with the Securities at a price no greater than 100% of the principal amount thereof plus accrued interest to the date of purchase, and (3) third, to the extent of any remaining Net Available Proceeds following the completion of the Offer to Purchase, to the repayment of other Debt of the Company or Debt of a Restricted Subsidiary of the Company, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, the Company and its Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. (b) The Company will mail the Offer for an Offer to Purchase required pursuant to Section 1013(a) not more than 360 days after consummation of the disposition involves Special Assets, referred to in Section 1013(a). The aggregate principal amount of the Securities to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds available therefor pursuant to Clause (iii)(2) of Section 1013(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or any portion of the consideration maySecurities owned by such Holder pursuant to the Offer to Purchase, at Level 3’s election, consist subject to the requirement that any portion of Property other a Security tendered must be tendered in an integral multiple of $1,000 principal amount. The Company shall not be entitled to any credit against its obligations under this Section 1013 for the principal amount of any Securities acquired or redeemed by the Company otherwise than cash, Cash Equivalents or pursuant to the assumption of Indebtedness or Telecommunications/IS AssetsOffer to Purchase pursuant to this Section 1013. (bc) If Not later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 1013, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of the Net Available Proceeds from any the Asset Disposition (or any series of related Asset Dispositions) consisting of Property that pursuant to which such Offer is Collateral or Property that would be required to become Collateral following being made, including, if amounts are invested in Telecommunication Assets, the satisfaction amount of the Guarantee Permit Condition assets acquired and (iii) the compliance of such allocation with the provisions of Section 1013(a). The Company and the Collateral Permit Condition exceed $20,000,000Trustee shall perform their respective obligations specified in the Offer for the Offer to Purchase. On or prior to the Purchase Date, the Borrower Company shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or accept for payment (on a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assetspro rata basis, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).if neces-

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, make any Asset Disposition, unless (i) the consideration received from such Asset Disposition is at least equal to the Fair Market Value of the Capital Stock, property or other assets sold (as certified by an Officer's Certificate delivered to the Trustee with the resolution of the Board of Directors attached thereto) and (ii) at least 85% of the consideration received from such Asset Disposition is in the form of cash or cash equivalents (the "85% Test"), provided that the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary that are assumed by the transferee in any Asset Disposition (other than liabilities that are incurred in connection with or in anticipation of such Asset Disposition) as a credit against the purchase price therefor shall be deemed to be cash to the extent of the amount credited for purposes of the 85% Test. To the extent that, within 360 calendar days following the Asset Disposition, the Company does not apply, or does not cause its Restricted Subsidiary to apply, the Net Proceeds to (i) the repayment of Senior Indebtedness or (ii) acquire one or more Persons or businesses engaged in, or assets used in, similar lines of business conducted by the Company as of the Initial Issuance Date, or enter into a binding contract to use Net Proceeds for the purposes set forth in this clause (ii), or (iii) reimburse the Company or its Restricted Subsidiaries for expenditures made and costs incurred to repair, rebuild, replace, or restore property subject to loss, damage or taking to the extent the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking (the Net Proceeds that are not applied as provided in clauses (i), (ii) or (iii) shall constitute "Excess Proceeds"), then the Company shall make an offer (a "Net Proceeds Offer") to purchase Securities outstanding in an aggregate principal amount at least equal to such Excess Proceeds on a date not later than 410 calendar days after the date of such Asset Disposition (the "Net Proceeds Purchase Date") at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Net Proceeds Purchase Date (the "Net Proceeds Offer Price"). Until such time as the Net Proceeds from any Asset Disposition are applied in accordance with the second sentence of this Section 4.16(a), the Company may temporarily reduce revolving credit borrowings under the Bank Credit Agreement or otherwise invest such Net Proceeds in any other manner not prohibited by this Indenture. For purposes of this Section 4.16, the principal amount of Securities for which a Net Proceeds Offer shall be made is referred to as the "Net Proceeds Offer Amount." To the extent that any Excess Proceeds remain after consummation of a Net Proceeds Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. (b) Notwithstanding the foregoing Section 4.16(a), (i) the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Level 3 or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% any of the consideration for such disposition consists Capital Stock of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders except pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).of

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, make any Asset Disposition unless: : (i1) Level 3 the Issuer or the Restricted such Subsidiary, as the case may be, receives consideration for such disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value for fair market value (such fair market value to be determined on the Property sold or disposed date of contractually agreeing to such Asset Disposition), as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution the Issuer, of Level 3the Equity Interests, property or assets subject to such Asset Disposition; and or (ii2) in any such Asset Disposition, or series of related Asset Dispositions, at least 75% of the consideration for from such disposition consists Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Issuer or such Subsidiary, as the case may be, is in the form of cash, cash equivalents or Cash Equivalents or the assumption of Indebtedness other Permitted Investments; and (3) an amount equal to 100% of the Borrower Net Available Cash from such Asset Disposition is applied within 365 days after the receipt thereof (or, if Holdings or any Borrower Restricted of its Subsidiaries enters into a binding commitment to acquire such long-term assets within 365 days of receipt of such Net Available Cash, within 540 days of receipt thereof) at the option of the Issuer: (i) to repay, redeem, repurchase or otherwise acquire or retire: (I) the Notes; (II) any other Second Priority Secured Obligations; and/or (III) any Term Loan/Notes Secured Obligations; provided that in the case of clause (II), the Issuer shall equally and ratably reduce Notes Obligations through (A) open market purchases (to the extent such purchases are at or above 100% of the principal amount of the Notes (or, to the extent that such Net Available Cash constitutes Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes)), (B) as provided under Section 5.7 or (C) by making an Asset Disposition Offer; or (ii) to make capital expenditures or to invest in or commit to invest in non-current assets that are used or useful in the business of the Issuer or a Guarantor (including assets or Equity Interests of a Person that becomes a Subsidiary and a Guarantor in connection therewith); or (iii) any combination of the foregoing; provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (3) of this Section 3.5(a), Holdings and its Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. For purposes of clause (2) above, the following shall be deemed to be “cash”: (i) any liabilities (as shown on Holdings’ or any of its Subsidiaries’ most recent balance sheet or in the footnotes thereto which shall at such time have been delivered pursuant to Section 3.10 or otherwise prepared (other than Indebtedness of the Borrower any liabilities that is are by their terms subordinated to the Obligations Notes Obligations)) that are assumed by the transferee with respect to the applicable disposition, (ii) any notes or Indebtedness other obligations or other securities or assets received by Holdings or any of its Subsidiaries in the applicable disposition that are converted into cash or cash equivalents or other Permitted Investments within 180 days of the receipt thereof (to the extent of the cash or cash equivalents or other Permitted Investments received), (iii) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in the applicable disposition having an aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of receipt of such consideration, 1.0% of Net Tangible Assets of Holdings and its Subsidiaries (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and (iv) any non-current assets referred to in clause (ii) of the immediately preceding paragraph. (b) The Notes Percentage of the amount of any Borrower Restricted Subsidiary Net Available Cash that is subordinated not applied or invested or committed to be applied or invested as provided in Section 3.5(a) will be deemed to constitute “Excess Proceeds” under this Indenture. Within 10 Business Days after the date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes (or, to the Obligations extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of such Borrower Restricted Subsidiarythe principal amount of the Notes) plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Sections 3.5(c) and release (d) and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to this Section 3.5 prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million. (c) Upon the commencement of an Asset Disposition Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a notice to each Holder with a copy to the Trustee at its registered address or otherwise in accordance with the applicable procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Borrower Asset Disposition Offer, shall state: (1) that the Asset Disposition Offer is being made pursuant to this Section 3.5 and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assetslawful, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.Notes properly tendered (and not properly withdrawn) shall be accepted for payment (unless prorated); (b2) If the Net Available Proceeds Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is delivered (the “Asset Disposition Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Disposition Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would Offer shall be required to become Collateral following surrender the satisfaction Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted SubsidiaryNote completed, to the extent Level 3 or such Restricted Subsidiary elects: Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Payment Date; (16) that Holders shall be entitled to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or withdraw their election if the Paying Agent receives, not later than two (2) Business Days prior to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following Payment Date, a notice setting forth the satisfaction name of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (orHolder, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of the Note the Holder delivered for purchase and a statement that such Offering Proceeds NoteHolder is withdrawing its election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such Indebtedness adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the Loan Proceeds Noteunpurchased portion of the Notes surrendered (or transferred by book-entry). If the Asset Disposition Payment Date is on or after a record date and on or before the related interest payment date, as applicable, and any accrued and unpaid interest thereonshall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. On the Asset Disposition Payment Date, the Issuer shall, to the extent lawful: (i) accept for purchase all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Asset Disposition Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions set forth below), ; (ii) deposit with the Paying Agent an amount equal to the Asset Disposition payment in respect of all Notes or portions of Notes properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and (2iii) in deliver or cause to be delivered to the case Trustee the Notes accepted for purchase, together with an Officer’s Certificate stating the aggregate principal amount of a sale, transfer, lease or other dispositionNotes being purchased by the Issuer. (d) To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the conduct aggregate principal amount of the business Notes surrendered in any Asset Disposition Offer by Holders exceeds the amount of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash EquivalentsExcess Proceeds, the Fair Market Value of Excess Proceeds shall be allocated among the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of Notes to be purchased on a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectlypro rata basis, by lot to the extent practicable or by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together other method in accordance with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% applicable procedures of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted SubsidiaryDTC, on the basis of the most recent consolidated balance sheet available aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer will comply, to Level 3 (as conclusively determined the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in good faith connection with the repurchase of Notes pursuant to this Section 3.5. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations under this Indenture by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions, unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3filed with the Trustees; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or readily marketable cash equivalents and (iii) all Net Available Proceeds, less any amounts invested within 360 days of such disposition in assets related to the assumption of Indebtedness business of the Borrower Company and its Restricted Subsidiaries or any Borrower Restricted Subsidiary (other than Indebtedness applied within 360 days of such disposition to the payment of Debt of the Borrower that is subordinated Company or a Restricted Security, are applied within 360 days of such disposition (1) first, to make an Offer to Purchase Outstanding Securities at 100% of their principal amount plus accrued interest to the Obligations or Indebtedness date of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, thatpurchase and, to the extent such disposition involves Special Assetsrequired by the terms thereof, all or any portion other Debt of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property Company that is Collateral or Property that would be required to become Collateral following pari passu with the satisfaction Securities at a price no greater than 100% of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an principal amount in cash or cash equivalents equal thereof plus accrued interest to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)purchase, and (2) Level 3 second, to the extent of any remaining Net Available Proceeds, to any other use as determined by the Company which is not otherwise prohibited by this Indenture. Notwithstanding the foregoing, the Company shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction purchase more than 25% of the Collateral Permit Condition unless either: original aggregate principal amount of the Securities in the aggregate pursuant to clause (1) above prior to the day following the fifth anniversary of the Series A Issue Date, and the maximum amount to be applied to the purchase of the Securities in connection with any Offer to Purchase made pursuant to clause (1) above having a purchase date prior to the case day following the fifth anniversary of a salethe Series A Issue Date shall be the lesser of (x) the remaining Net Available Proceeds required to be applied to such Offer to Purchase and (y) 25% of the original principal amount of the Securities less the aggregate principal amount of Securities purchased pursuant to all previous Offers to Purchase made pursuant to clause (1), transferprovided, lease or other dispositionhowever, that the Borrower or such Borrower Restricted Subsidiary receives consideration for such saleCompany shall be required, transferpromptly after the fifth anniversary of the Series A Issue Date, lease or other disposition at least to make an Offer to Purchase Securities, in accordance with the requirements described in clause (i), in an aggregate amount equal to the Fair Market Value aggregate amount of such Property (which, Net Available Proceeds in the case excess of 25% of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the original principal amount of such Offering Proceeds Note, such Indebtedness or Securities that was not applied to Offers to Purchase Securities pursuant to the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case provisions of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)this paragraph.

Limitation on Asset Dispositions. (a) Level 3 The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Level 3 Issuer in good faith and evidenced by a Board Resolution of Level 3the Issuer (or by a resolution of a duly authorized committee of the Board of Directors of the Issuer) filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower Issuer or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiaryapplicable Note Guarantee) and release of the Borrower Issuer and all Borrower Restricted Subsidiaries from all liability on the Indebtedness Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Level 3the Issuer’s election, consist of Property other than cash, Cash Equivalents or Equivalents, the assumption of Indebtedness Debt or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 the Issuer or a Restricted Subsidiary, to the extent Level 3 the Issuer or such Restricted Subsidiary elects: elects (or is required by the terms of any Debt): (1) to permanently prepay Borrowings the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility or Debt of a Restricted Subsidiary that is not a Guarantor, to the extent such Qualified Credit Facility or other Debt would require such application or prohibit payments pursuant to the Offer to Purchase described in accordance with Section 2.05(b) the following paragraph (other than Debt owed to the Issuer or (c) any Affiliate of the Issuer); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 the Issuer or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph (b) within 330 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to the Issuer or any Affiliate of the Issuer). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the extent and in repayment of other Debt of the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit Issuer or any Borrower Restricted Subsidiary, to sellthe extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by the Issuer which is not otherwise prohibited by this Indenture, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition)amount of Excess Proceeds shall be reset to zero. The Issuer and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the Offer. Prior to the Purchase Date, the Issuer shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (2iii) Level 3 deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall not designate as promptly mail or deliver to Holders of Securities so accepted payment in an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least amount equal to the Fair Market Value Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of such Property (whichthe Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, in the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other dispositionTrustee, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in Issuer shall deliver to the conduct of the business of Level 3 and its Subsidiaries taken Trustee an Officers’ Certificate as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) to (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value amount of the Property that is Collateral so soldOffer, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case allocation of a designation the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of a Borrower Restricted Subsidiary as such allocation with the provisions of this Section 1016. In the event that the Issuer makes an Unrestricted SubsidiaryOffer to Purchase the Securities, the Fair Market Value Issuer shall comply with any applicable securities laws and regulations, including any applicable requirements of all Property Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that is Collateral ownedthe provisions of any securities laws or regulations conflict with provisions of this Section, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together Issuer shall comply with the Collateral Release Amount (determined prior applicable securities laws and regulations and shall not be deemed to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith have breached its obligations under this Section by the Chief Financial Officer of Level 3)virtue thereof.

Limitation on Asset Dispositions. (a) Level 3 The Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any Asset Disposition unless: (i) Level 3 the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Borrower's senior management or the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (ii) prior to the Initial Maturity Date, at least 90%, and on or after the Initial Maturity Date, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents; and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Borrower (or such Restricted Subsidiary, as the case may be) (A) first, receives consideration for such disposition at least equal pursuant to the Fair Market Value for Senior Credit Agreement and, to the Property sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of extent the Borrower or any Borrower Restricted Subsidiary is required by the terms of any other Senior Indebtedness, to prepay, repay or purchase such Senior Indebtedness; and (other than Indebtedness B) second, to the extent of the Borrower that is subordinated to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations balance of such Borrower Restricted Subsidiary) Net Available Cash after application in accordance with clause (A), to prepay or redeem the Loans and release of the Borrower Exchange Notes at par plus accrued and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed (or unpaid interest, if less than 75%any, the remainder of such consideration consists of Telecommunications/IS Assetsthereon in accordance with Section 2.5(d); provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (iii) (A), the Borrower or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the extent such disposition involves Special Assetsprincipal amount so prepaid, all repaid or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetspurchased. (b) If Notwithstanding the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would foregoing provisions, the Borrower and its Restricted Subsidiaries shall not be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such apply any Net Available Proceeds (which such amount shall thereafter constitute Cash in accordance herewith except to the extent that the aggregate Net Available Proceeds of such Cash from all Asset Disposition or related Asset Dispositions) into a deposit account Dispositions which are not applied in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds accordance with this covenant exceeds (i) on or prior to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assetsthe Initial Maturity Date, $1,000,000 and (ii) to permit after the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b)Initial Maturity Date, with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose$2,000,000. (c) The Net Available Proceeds For the purposes of this Section 6.4, the following will be deemed to be cash: (w) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any portion thereofRestricted Subsidiary and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (x) from Asset Dispositions may be applied by Xxxxx 0 or Indebtedness of any Restricted Subsidiary that is no longer a Restricted SubsidiarySubsidiary as a result of such Asset Disposition, to the extent Level 3 or such that the Borrower and each other Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit is released from any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply Indebtedness in connection with such Excess Proceeds to the extent and in the manner required by Section 2.05. Asset Disposition, (1y) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents securities received by the Borrower or such Borrower any Restricted Subsidiary in respect of from the transferee that are promptly converted by the Borrower or such Collateral), or (ii) in the case of a designation of a Borrower 60 55 Restricted Subsidiary as an Unrestricted Subsidiaryinto cash, the Fair Market Value and (z) consideration consisting of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis Indebtedness of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)Borrower or any Restricted Subsidiary.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition and all other Asset Dispositions since the Issue Date on a cumulative basis consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (iii) Replacement Assets; (iv) Designated Noncash Consideration; or (v) any combination of the foregoing; provided that the amount of any consideration received by the Company or if less than 75%, such Restricted Subsidiary that is converted into cash within 180 days of the remainder closing of such consideration consists Asset Disposition shall be deemed to be cash for purposes of Telecommunications/IS Assets); provided, however, that, this Section 4.10(a) (to the extent such disposition involves Special Assets, all or any portion of the consideration maycash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall not apply with respect to any condemnation, at Level 3’s election, consist event of Property loss or other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assetsinvoluntary Asset Disposition. (b) If Within 365 days after the receipt of any Net Available Proceeds from an Asset Disposition, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Available Proceeds at its option, in any combination of the following: (1) to repay, repurchase or otherwise retire (i) any Debt of the Company or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor; in each case, other than Debt owed to the Company or a Restricted Subsidiary of the Company; (2) to acquire Replacement Assets or make capital expenditures; provided that the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds from not so applied shall constitute Excess Proceeds and be applied as set in clause (c) below; or (3) any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction combination of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purposeforegoing. (c) The Any Net Available Proceeds that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Company’s election, the Company will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to make an Offer to Purchase such Debt with the proceeds from any Asset Disposition as follows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed in amounts of $2,000 or any portion integral multiples of $1,000 in excess thereof) from Asset Dispositions of Notes that may be applied purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by Xxxxx 0 a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a Restricted Subsidiary“Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for any purpose. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of Global Notes, beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the procedures of the applicable Depositary; otherwise, such beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. If the Company becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof), and the Pari Passu Debt shall be purchased by the Company, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (e) Notwithstanding anything to the contrary set forth herein, to the extent Level 3 that repatriation to the United States of any or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means all of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral by a Foreign Subsidiary (x) is prohibited or Property delayed by applicable local law or (y) would result in material adverse tax consequences (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be required to become Collateral following realized), as determined by the satisfaction of Company in its sole discretion, the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt portion of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this Section 4.10(e) shall apply to such Excess Proceeds amounts for so long, but only for so long, as the applicable local law will not permit repatriation to the extent and in United States (the manner Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Available Proceeds is permitted under the applicable local law and is not subject to clause (y) of this Section 2.054.10(e), then such repatriation will be promptly effected and such repatriated Net Available Proceeds will be applied (net of additional taxes payable or reserved against as a result thereof) in compliance with this covenant. The time periods set forth in this covenant shall not start until such time as the Net Available Proceeds may be repatriated (whether or not such repatriation actually occurs). (1f) The Borrower Company shall notcomply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and shall not permit any Borrower Restricted Subsidiary, other applicable securities laws and regulations in connection with the purchase of Notes pursuant to sell, transfer, lease or otherwise dispose an Offer to Purchase. To the extent that the provisions of any Property that is Collateral applicable securities laws or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other dispositionregulations conflict with this Section 4.10, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal Company shall comply with the applicable securities laws and regulations and will not be deemed to the Fair Market Value have breached its obligations under this Section 4.10 by virtue of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.

Limitation on Asset Dispositions. (a) Level 3 shall The Company may not, and shall may not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions unless: : (ia) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value fair market value for the Property assets sold or disposed of as determined by the Board of Directors (including as to the value of Level 3 all non-cash consideration) in good faith and evidenced by a resolution of the Board Resolution of Level 3; and Directors filed with the Trustee; (iib) either (1) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness of the Borrower Company or any Borrower Restricted Subsidiary (other than Indebtedness of the Borrower that is subordinated Subordinated Indebtedness) relating to the Obligations or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) assets and release of the Borrower Company and all Borrower the Restricted Subsidiaries from all liability on the Indebtedness assumed or (or if 2) the aggregate non-cash consideration for all Asset Dispositions not meeting the criteria set forth in the preceeding clause (1) of this subsection (b) does not exceed a fair market value in excess of $25.0 million; and (c) all Net Available Proceeds, less than 75%, the remainder any amounts invested within 365 days of such consideration consists disposition in assets of Telecommunications/IS Assets); providedthe Company or a Restricted Subsidiary used or usable in a Related Business, howeverare applied within 365 days of such disposition: (i) first, thatto the permanent repayment or reduction of Indebtedness (other than Subordinated Indebtedness) of the Company or a Restricted Subsidiary; (ii) second, to the extent any such disposition involves Special Assets, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans amounts remain after application in accordance with Section 2.05(bsubsection (a) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)above, to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiarymake an Offer to Purchase outstanding Notes at 100% of their principal amount plus accrued and unpaid interest, if any, to but excluding the date of purchase and, to the extent Level 3 the Company elects or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including is otherwise required by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiarythe terms thereof, to acquire make an offer to purchase any Telecommunications/IS Assets other Indebtedness of the Company or a Subsidiary Guarantor that is pari passu with the Net Available Proceeds of any Asset Disposition consisting of Collateral Notes or Property that would be required to become Collateral following the satisfaction related Subsidiary Guarantees at a price no greater than 100% of the Guarantee Permit Condition principal amount thereof plus accrued and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required unpaid interest, if any, to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from but excluding the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, as applicable, and any accrued and unpaid interest thereon)purchase, and (2iii) third, to the extent any such amounts remain after application in the case accordance with clauses (i) and (ii) of a salethis subsection (c), transfer, lease or to any other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken use as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in Company which the consideration does is not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received otherwise prohibited by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)this Indenture.

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property assets sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3Resolution; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Indebtedness Debt of the Borrower or any Borrower Restricted Subsidiary Company (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Securities) or Indebtedness of any Borrower the Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary) and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed. If the aggregate of Net Available Proceeds within any twelve-month period exceeds $5 million, then all such Net Available Proceeds shall be applied within 360 days of the last such Asset Disposition (1) first, to the permanent repayment or if less than 75%, the remainder reduction of such consideration consists of Telecommunications/IS Assets); provided, however, thatDebt then outstanding under any Credit Facility, to the extent such disposition involves Special Assetsagreements would require such application or prohibit payments pursuant to clause (2) following; (2) second, all or any portion of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets. (b) If the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice extent of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such remaining Net Available Proceeds, and the Collateral Agent, to make an Offer to Purchase Outstanding Securities at the Request a price in cash equal to 100% of the Borrower, shall take all actions necessary, at the expense principal amount of the BorrowerSecurities on the Purchase Date plus accrued and unpaid interest thereon and premium, if any, to promptly release such Purchase Date and, to the security extent required by the terms thereof, any other Debt of the Company that is pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date (or 100% of the accreted value plus accrued and unpaid interest and premium, if any, to the purchase date in such the case of original issue discount Debt); (3) third, to the extent of any remaining Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit following the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment completion of the Loans as required by Section 2.05(b), with respect Offer to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e)Purchase, to Level 3 the repayment of other Debt of the Company or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or Debt of a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: permitted under the terms thereof; and (14) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall notfourth, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph (b) within 330 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 510 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” The Borrower shall apply such Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit of any Borrower Restricted Subsidiaryremaining Net Available Proceeds, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless either: (1) in the case of a sale, transfer, lease or other disposition, the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Notes, any other intercompany Indebtedness or the Loan Proceeds Note, is the principal amount of such Offering Proceeds Note, such Indebtedness or the Loan Proceeds Note, use as applicable, and any accrued and unpaid interest thereon), and (2) in the case of a sale, transfer, lease or other disposition, the consideration consists of 100% in cash or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level Company which is not otherwise prohibited by this Indenture. NYDOCS01/566567 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalents, the Fair Market Value of the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received by the Borrower or such Borrower Restricted Subsidiary in respect of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3).

Limitation on Asset Dispositions. (a) Level 3 The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: : (i1) Level 3 the Company or the Restricted Subsidiary, as the case may be, receives consideration for such disposition Asset Disposition at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the Property assets or Capital Stock sold or disposed of as determined by the Board of Directors of Level 3 in good faith and evidenced by a Board Resolution of Level 3of; and and (ii2) at least 75% of the consideration for such disposition Asset Disposition and all other Asset Dispositions since the Issue Date on a cumulative basis consists of of: (i) cash or Cash Equivalents or Equivalents; (ii) the assumption of Indebtedness Debt of the Borrower Company or any Borrower such Restricted Subsidiary (other than Indebtedness of the Borrower Debt that is subordinated to the Obligations Notes or Indebtedness of any Borrower Restricted Subsidiary that is subordinated to the Obligations of such Borrower Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release of the Borrower and all Borrower Restricted Subsidiaries from all liability on the Indebtedness assumed Debt assumed; (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS iii) Replacement Assets); (iv) Designated Noncash Consideration; provided, however, that, to the extent such disposition involves Special Assets, all or or (v) any portion combination of the consideration may, at Level 3’s election, consist of Property other than cash, Cash Equivalents or the assumption of Indebtedness or Telecommunications/IS Assets.foregoing; (b) If Within 365 days after the Net Available Proceeds from any Asset Disposition (or any series of related Asset Dispositions) consisting of Property that is Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition exceed $20,000,000, the Borrower shall deposit an amount in cash or cash equivalents equal to such Net Available Proceeds (which such amount shall thereafter constitute the Net Available Proceeds of such Asset Disposition or related Asset Dispositions) into a deposit account in which the Collateral Agent has a perfected security interest in favor of the Lenders. Prior to the time a Notice of Default shall have been delivered to the Borrower pursuant to Article VII, the Borrower may withdraw such Net Available Proceeds, and the Collateral Agent, at the Request of the Borrower, shall take all actions necessary, at the expense of the Borrower, to promptly release the security interest in such Net Available Proceeds (i) to permit Xxxxx 0 or a Restricted Subsidiary to reinvest such Net Available Proceeds in Telecommunications/IS Assets, (ii) to permit the Borrower to repay the Loans in accordance with Section 2.05(b) or (iii) following any prepayment of the Loans as required by Section 2.05(b), with respect to any such Net Available Proceeds that have been rejected by Declining Lenders pursuant to Section 2.05(e), to Level 3 or any Restricted Subsidiary for any purpose. (c) The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Xxxxx 0 or a Restricted Subsidiary, to the extent Level 3 or such Restricted Subsidiary elects: (1) to permanently prepay Borrowings in accordance with Section 2.05(b) or (c) or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Xxxxx 0 or another Restricted Subsidiary). Level 3 shall not, and shall not permit any Restricted Subsidiary, to acquire any Telecommunications/IS Assets with the Net Available Proceeds receipt of any Asset Disposition consisting of Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition unless such Telecommunications/IS Assets are Collateral or Property that would be required to become Collateral following the satisfaction of the Guarantee Permit Condition and the Collateral Permit Condition. Any Net Available Proceeds from an Asset Disposition not applied in accordance with paragraph Disposition, the Company (b) within 330 days (oror the applicable Restricted Subsidiary, in as the case may be) may apply such Net Available Proceeds at its option: (1) to repay, repurchase or otherwise retire any Debt of (i) the Company or any Subsidiary Guarantor that is not Subordinated Debt or (ii) any Restricted Subsidiary that is not a disposition of Special Subsidiary Guarantor; in each case, other than Debt owed to the Company or a Restricted Subsidiary; (2) to acquire Replacement Assets identified in clause (aor make capital expenditures; provided that the Company or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the definition thereof in which applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any abandonment or termination of such commitment, the Net Available Proceeds exceed $500,000,000, 510 daysnot so applied shall constitute Excess Proceeds and be applied as set in Section 4.10(c); or (3) from the date any combination of the receipt of such foregoing. (c) Any Net Available Proceeds shall that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” The Borrower shall When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Company’s election, the Company will apply such the Excess Proceeds to the extent and in the manner required by Section 2.05. (1) The Borrower shall not, and shall not permit any Borrower Restricted Subsidiary, to sell, transfer, lease or otherwise dispose of any Property that is Collateral or that would be required to become Collateral following the satisfaction repayment of the Collateral Permit Condition Notes and any other Pari Passu Debt outstanding with similar provisions requiring the Company to a Subsidiary of Level 3 (other than a Subsidiary that is a Guarantor and a Grantor or that will become a Guarantor and a Grantor following satisfaction of make an Offer to Purchase such Debt with the Guarantee Permit Condition and the Collateral Permit Condition), and (2) Level 3 shall not designate proceeds from any Asset Disposition as an Unrestricted Subsidiary any Borrower Restricted Subsidiary that owns, directly or indirectly, any Property that is Collateral or that would be required to become Collateral following the satisfaction of the Collateral Permit Condition unless eitherfollows: (1) the Company will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the case maximum principal amount (expressed in minimum amounts of a sale, transfer, lease $2,000 or other disposition, integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the Borrower or such Borrower Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least “Note Amount”) equal to the Fair Market Value product of such Property Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (whichsubject to proration in the event such amount is less than the aggregate Offered Price (as defined below) for all Notes tendered); and (2) to the extent required by such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for any purpose. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the selection of the Notes and Pari Passu Debt to be purchased shall be designated in writing by the Company to the Trustee on a pro rata basis to the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate; provided, that, in the case of the Offering Proceeds Global Notes, any other intercompany Indebtedness or beneficial interests in such Notes shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the Loan Proceeds Noteprocedures of the applicable Depositary; otherwise, is such beneficial interests shall be selected for repurchase in accordance with such procedures (subject, in each case, to adjustment to maintain the principal authorized denominations of the Notes). Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of such Offering Proceeds NoteExcess Proceeds, such Indebtedness if any, shall be reset at zero. (d) If the Purchase Date is on or after an interest record date and on or before the Loan Proceeds Noterelated interest payment date, as applicable, and any accrued and unpaid interest, if any, will be paid on the relevant interest thereonpayment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Offered Price. If the Company becomes obligated to make an Offer to Purchase pursuant to this Section 4.10, the Notes (in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), andand the Pari Passu Debt shall be purchased by the Company, at the option of the Holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (2e) The Company shall comply with all applicable securities laws and regulations in the case of a saleUnited States, transferincluding, lease or other dispositionwithout limitation, the consideration consists requirements of 100% Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in cash connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any applicable securities laws or Cash Equivalents; or (B) such transaction: (1) is desirable in the conduct of the business of Level 3 and its Subsidiaries taken as a whole (as conclusively determined by the Board of Directors of Level 3), and (2) (i) in the case of a sale, transfer, lease or other disposition in which the consideration does not consist of 100% cash or Cash Equivalentsregulations conflict with this Section 4.10, the Fair Market Value of Company shall comply with the Property that is Collateral so sold, transferred, leased or disposed of (net of any cash or Cash Equivalents received applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by the Borrower or such Borrower Restricted Subsidiary in respect virtue of such Collateral), or (ii) in the case of a designation of a Borrower Restricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of all Property that is Collateral owned, directly or indirectly, by such Borrower Restricted Subsidiary at the time it is designated an Unrestricted Subsidiary, when taken together with the Collateral Release Amount (determined prior to such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary), does not exceed 5.0% of Consolidated Tangible Assets as determined at the time of such sale, lease, transfer or other disposition or designation as an Unrestricted Subsidiary, on the basis of the most recent consolidated balance sheet available to Level 3 (as conclusively determined in good faith by the Chief Financial Officer of Level 3)compliance.