Common use of Limitation on Designations of Unrestricted Subsidiaries Clause in Contracts

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Board of Directors of the Company may designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in any Restricted Subsidiary of the case Company (including any newly acquired or newly formed Subsidiary of this clause (2): (athe Company) no Default or Event to be an Unrestricted Subsidiary of Default shall have occurred and be continuing at the time of or after giving effect to Company, so long as such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 Designation would not be prohibited under any provision cause a Default. For purposes of this Agreement from making an Investment at the time determination of whether such Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to would cause a Default, the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiary on Subsidiaries (excluding Permitted Investments) in such date. In Subsidiary, in each case as determined in good faith by the event Board of any such DesignationDirectors of the Company, Level 3 shall be deemed to have made an Investment constituting be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment pursuant to Section 6.03 for all purposes would be permitted at such time. The Board of this Agreement in Directors of the Designation Amount; provided, however, that, upon a Revocation of Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified Company as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, ); provided that Level 3 will not make any Revocation unlessthat: (a) no Default or Event of Default shall have has occurred and be is continuing at the time of and or after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following after such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred (and shall be deemed to have been incurred) for all purposes of this AgreementIndenture. All Designations and Revocations must Any such Designation or Revocation by the Board of Directors of the Company shall be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and an Officers’ Certificate certifying compliance that such Designation or Revocation complied with the foregoing provisions provisions. Notwithstanding the foregoing, (a) upon consummation of a Phosphates Combination Transaction, the Phosphates Entities, and (iib) giving the effective date of such Designation or Revocation. Upon Designation upon consummation of a Restricted Payment solely (other than a de minimis contribution of capital) of the type set forth in clause (7) of the second paragraph of Section 4.09 which results in a Person that is not a Subsidiary of the Company becoming a direct or indirect Subsidiary of the Company, such Person, shall be deemed to be designated as an Unrestricted Subsidiary in of the Company without compliance by the Company with the provisions of this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to 4.13. This Section 4.13 will not apply after the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryFall-Away Event.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 Parent shall not designate (1) the Borrower Issuer or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary of Parent (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 Parent would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 Parent would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3Parent’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 Parent shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3Parent’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3Parent’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 Parent or any Restricted Subsidiary. In addition, neither Level 3 Parent nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, that Level 3 Parent or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 Parent other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 Parent will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 Parent (or by a resolution of a duly authorized committee of the Board of Directors of Parent) delivered to the Administrative AgentTrustee, provided that Level 3 Parent will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to Parent (or by a resolution of a duly authorized committee of the Administrative Agent Board of Directors of Parent) (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) the Borrower or Level 3 LLC as an Unrestricted any Restricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 the Company would be able permitted to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 10.09 in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of Company’s interest in such Restricted Subsidiary on such date. ; and (iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness pursuant to Section 10.08(a) at the time of such Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.09 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation . (c) All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. (d) The Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. Indenture. (e) All Designations and Revocations must be evidenced by Board Resolutions board resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 Parent shall not designate (1) the Borrower Issuer or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary of Parent (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 Parent would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 Parent would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3Parent’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 Parent shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3Parent’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3Parent’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 Parent or any Restricted Subsidiary. In addition, neither Level 3 Parent nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, that Level 3 Parent or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 Parent other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 Parent will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 Parent delivered to the Administrative AgentTrustee, provided that Level 3 Parent will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Parent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) Borrower may, on or after the earlier of the Xxxx Las Vegas Reorganization and the Xxxx Massachusetts Project Opening Date, designate (1) the any Subsidiary of Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in of Borrower which no Investment has previously been madeowns one or more Principal Assets) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 Borrower would be able to Incur $1.00 of Indebtedness permitted under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) the fair market value of the Fair Market Value Equity Interest of such Subsidiary owned by Borrower and/or any of the net assets Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to Borrower and the Restricted Subsidiary Subsidiaries on such date; and (iii) after giving effect to such Designation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date. In the event of Upon any such Designation, Level 3 Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment constituting a Restricted Payment pursuant in such Unrestricted Subsidiary in an amount equal to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of . (b) Borrower may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; (ii) after giving effect to such Revocation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date; and (biii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. . (c) All Designations and Revocations occurring after the Closing Date must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 Borrower delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions of Section 9.12(a) (in the case of any such Designations) and of Section 9.12(b) (iiin the case of any such Revocations). (d) giving the effective date of such Designation or Revocation. Upon Designation of If Borrower designates a Restricted Subsidiary Guarantor as an Unrestricted Subsidiary in compliance accordance with this Section 6.109.12, the Obligations of such Restricted Subsidiary shallGuarantor under the Credit Documents shall terminate and be of no further force and effect and all Liens granted by such Guarantor under the applicable Security Documents shall terminate and be released and be of no further force and effect, and all Liens on the Equity Interests and debt obligations of such Guarantor shall be terminated and released and of no further force and effect, in each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’s request, Administrative Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by Collateral Agent (including the execution and delivery of documentation providing for appropriate UCC termination statements and such release in form satisfactory other instruments and releases as may be necessary and appropriate to effect such release). Any such foregoing actions taken by Administrative Agent and/or Collateral Agent shall be at the Administrative Agent, be released from any Guarantee (in the case sole cost and expense of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryBorrower.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary or is a Subsidiary Guarantor) as an “Unrestricted Subsidiary” under this Agreement the Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of Indenture. The Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted SubsidiarySubsidiary (“Revocation”), whereupon such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as then constitute a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreementthe Indenture. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying authorization under the Indenture and compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than (x) the Issuer and (y) a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary or is a Subsidiary Guarantor) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of Indenture. The Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted SubsidiarySubsidiary (“Revocation”), whereupon such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as then constitute a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying authorization under this Indenture and compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 Parent shall not designate (1) the Borrower Issuer or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary of Parent (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 Parent would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 Parent would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3Parent’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 Parent shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3Parent’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3Parent’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 Parent or any Restricted Subsidiary. In addition, neither Level 3 Parent nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, that Level 3 Parent or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 Parent other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 Parent will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 Parent delivered to the Administrative AgentTrustee, provided that Level 3 Parent will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 Parent delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of Parent in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of Parent’s fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Borrower may hereafter designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2re-designate) any other Restricted Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause only if: (2): (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph ; (aii) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made be an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity its direct or indirect pro rata ownership interest in such Subsidiarythe fair market value (as reasonably determined by the Borrower) of the Fair Market Value of the net assets of such Subsidiary at the time of such RevocationDesignation; (iii) such Investment is permitted by Section 8.06; and (iv) after giving effect to such Designation, the Borrower would be in Pro Forma Compliance with the financial covenants in Section 8.11 as of the last day of the Test Period ended immediately preceding the date of such Designation (regardless of whether the Revolving Facility, the Term A Facility or the Fourth Amendment Increase Term A Facility is then in effect). At If the time Borrower designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 6.11, the Obligations of such Guarantor under the Loan Documents shall terminate and be of no further force and effect without any action required by the Administrative Agent; and, at the Borrower’s request, the Administrative Agent will execute and deliver any instrument evidencing such termination. (b) The Borrower may hereafter designate (or re-designate) any Unrestricted Subsidiary as a “Restricted Subsidiary” under this Agreement or revoke any Designation of any a Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertakingin either case, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unless: if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; and (bii) after giving effect to such Revocation, the Borrower would be in Pro Forma Compliance with the financial covenants in Section 8.11 (regardless of whether the Revolving Facility, the Term A Facility or the Fourth Amendment Increase Term A Facility is then in effect) as of the last day of the Test Period ended immediately preceding the date of such Revocation; and (iii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. . (c) All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Borrower delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions and of this Section 6.11. (iid) giving Notwithstanding anything to the effective date of such Designation or Revocation. Upon Designation of a Restricted contrary in this Section 6.11, no Subsidiary may be Designated as an Unrestricted Subsidiary in compliance with this Section 6.10, for so long as such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory directly or indirectly owns or leases a Real Property subject to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryInitial Master Lease.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) After the Issue Date, the Issuer may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Issuer (other than a newly created Subsidiary in of the Issuer which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” under this Agreement " (a “Designation”"DESIGNATION") unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 would not be prohibited under any provision of this Agreement from making an Investment the Issuer is permitted to make a Restricted Payment pursuant to Section 4.04 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of Issuer's and the net assets of Restricted Subsidiaries' Investment in such Restricted Subsidiary on such date. In the event of any such Designation. (b) The Issuer shall not, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 cause or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x1) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, undertaking agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, ; (y2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or Subsidiary; or (z3) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (xb)(1) or (y) b)(2), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, Section 4.04 or the definition of Permitted Investments. (c) The Issuer may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following "REVOCATION"), whereupon such classification. Except as provided in the first sentence of this Section 6.10Subsidiary shall then constitute a Restricted Subsidiary, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) immediately after giving effect to such Revocation, (x) if such Subsidiary is a Subsidiary of Rural/Metro LLC, Rural/Metro LLC would be permitted to incur $1.00 of additional Indebtedness pursuant to Section 4.01(a) (ii) or (y) is such Subsidiary is a Subsidiary other than a Subsidiary described in clause (x) above, Issuer would be permitted to incur $1.00 of additional Indebtedness pursuant to Section 4.01(a)(i); and (b3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time for all purposes of incurred under this Agreement. Indenture. (d) All Designations and Revocations must be evidenced by a Board Resolutions Resolution of Level 3 the Issuer delivered to the Administrative Agent (i) Trustee, together with an Officers' Certificate certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) Borrower may, on or after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, designate (1) the any Subsidiary of Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in of Borrower which no Investment has previously been madeowns one or more Principal Assets) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 Borrower would be able to Incur $1.00 of Indebtedness permitted under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) the fair market value of the Fair Market Value Equity Interest of such Subsidiary owned by Borrower and/or any of the net assets Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to Borrower and the Restricted Subsidiary Subsidiaries on such date; and (iii) after giving effect to such Designation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date. In the event of Upon any such Designation, Level 3 Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment constituting a Restricted Payment pursuant in such Unrestricted Subsidiary in an amount equal to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of . (b) Borrower may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; (ii) after giving effect to such Revocation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date; and (biii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. . (c) All Designations and Revocations occurring after the Closing Date must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 Borrower delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions of Section 9.12(a) (in the case of any such Designations) and of Section 9.12(b) (iiin the case of any such Revocations). (d) giving the effective date of such Designation or Revocation. Upon Designation of If Borrower designates a Restricted Subsidiary Guarantor as an Unrestricted Subsidiary in compliance accordance with this Section 6.109.12, the Obligations of such Restricted Subsidiary shallGuarantor under the Credit Documents shall terminate and be of no further force and effect and all Liens granted by such Guarantor under the applicable Security Documents shall terminate and be released and be of no further force and effect, and all Liens on the Equity Interests and debt obligations of such Guarantor shall be terminated and released and of no further force and effect, in each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’s request, Administrative Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by Collateral Agent (including the execution and delivery of documentation providing for appropriate UCC termination statements and such release in form satisfactory other instruments and releases as may be necessary and appropriate to effect such release). Any such foregoing actions taken by Administrative Agent and/or Collateral Agent shall be at the Administrative Agent, be released from any Guarantee (in the case sole cost and expense of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryBorrower.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Borrower may hereafter designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2re-designate) any other Restricted Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause only if: (2): (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph ; (aii) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made be an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity its direct or indirect pro rata ownership interest in such Subsidiarythe fair market value (as reasonably determined by the Borrower) of the Fair Market Value of the net assets of such Subsidiary at the time of such RevocationDesignation; (iii) such Investment is permitted by Section 8.06; and (iv) after giving effect to such Designation, the Borrower would be in Pro Forma Compliance with the financial covenant in Section 8.11 as of the last day of the Test Period ended immediately preceding the date of such Designation (regardless of whether or not the Revolving Facility is then in effect). At If the time Borrower designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 6.11, the Obligations of such Guarantor under the Loan Documents shall terminate and be of no further force and effect without any action required by the Administrative Agent; and, at the Borrower’s request, the Administrative Agent will execute and deliver any instrument evidencing such termination. (b) The Borrower may hereafter designate (or re-designate) any Unrestricted Subsidiary as a “Restricted Subsidiary” under this Agreement or revoke any Designation of any a Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertakingin either case, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unless: if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; and (bii) after giving effect to such Revocation, the Borrower would be in Pro Forma Compliance with the financial covenant in Section 8.11 (regardless of whether or not the Revolving Facility is then in effect) as of the last day of the Test Period ended immediately preceding the date of such Revocation; and (iii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. . (c) All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Borrower delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions and of this Section 6.11. (iid) giving Notwithstanding anything to the effective date of such Designation or Revocation. Upon Designation of a Restricted contrary in this Section 6.11, no Subsidiary may be Designated as an Unrestricted Subsidiary in compliance with this Section 6.10, for so long as such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory directly or indirectly owns or leases a Real Property subject to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryInitial Master Lease.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Indenture will provide that the Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (Company, other than a newly created Subsidiary in which no Investment has previously been made) , as an “"Unrestricted Subsidiary” " under this Agreement the Indenture (a “Designation”"DESIGNATION") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.013.08; and (c) Level 3 The Company would not be prohibited under any provision of this Agreement the Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”"DESIGNATION AMOUNT") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 3.11 for all purposes of this Agreement the Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i1) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii2) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such RevocationRevocation less (3) any Returned Investment. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, The Indenture will further provide that neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof of such Debt may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 3.11 and 6.09Section 3.17. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.as

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) The Company may designate after the Issue Date any Restricted Subsidiary as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 the Company would be able permitted to Incur $1.00 of Indebtedness under paragraph make an Investment (aother than a Permitted Investment, except a Permitted Investment covered by clause (x) of Section 6.01; and (cthe definition thereof) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 10.9 in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of Company's interest in such Restricted Subsidiary on such date; and (iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.8 at the time of such Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.9 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 cause or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide credit support for, for or a Guarantee subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in any non-recourse guarantee given solely to support the case pledge by the Company or any Restricted Subsidiary of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as Capital Stock of an Unrestricted Subsidiary, . All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. (b) The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; , and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. Indenture. (c) All Designations and Revocations must be evidenced by Board Resolutions Officer's Certificates of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not be entitled to designate any Subsidiary of the Company (1including any existing Subsidiary and any newly acquired or newly formed Subsidiary) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to either (x) the Company’s Investment in such Designation, Level 3 Subsidiary does not exceed $1,000 or (y) the Company would be able permitted to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment under Section 10.10 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3fair market value of the Company’s equity interest Investment in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement 10.10 in the Designation Amount; provided. Further, howeverthe Company shall not, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x1) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, ; (y2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or Subsidiary; or (z3) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause clauses (x1), (2) or and (y3) of this Section 10.18, to the extent permitted under Sections 6.03 Section 10.10 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted SubsidiarySection 10.13; provided, however, that with respect to entering into keepwell or other comfort letter arrangements, such Subsidiary arrangements and agreements shall not be designated as deemed to be an Incurrence of Indebtedness or a Restricted Payment at such time as the amount of the obligation of the Company or such Restricted Subsidiary with respect thereto is quantifiable. Standard Securitization Undertakings with respect to (x) a Qualified Receivables Financing of a Receivables Subsidiary are not prohibited by clauses (1), (2) and (3) above and (y) a Qualified Equipment Financing of an Equipment Subsidiary are not prohibited by clauses (1), (2) and (3) above. The Company shall be automatically classified entitled to revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred and shall be deemed to have been Incurred at such time for all purposes of this Agreementtime. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 an Officer’s Certificate delivered to the Administrative Agent (i) trustee attaching a certified copy of the resolutions of the Board of Directors giving effect to such Designation or Revocation, as applicable, and certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Board of Directors of the Company may designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in any Restricted Subsidiary of the case Company (including any newly acquired or newly formed Subsidiary of this clause (2): (athe Company) no Default or Event to be an Unrestricted Subsidiary of Default shall have occurred and be continuing at the time of or after giving effect to Company, so long as such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 Designation would not be prohibited under any provision cause a Default. For purposes of this Agreement from making an Investment at the time determination of whether such Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to would cause a Default, the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiary on Subsidiaries (excluding Permitted Investments) in such date. In Subsidiary, in each case as determined in good faith by the event Board of any such DesignationDirectors of the Company, Level 3 shall be deemed to have made an Investment constituting be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment pursuant to Section 6.03 for all purposes would be permitted at such time. The Board of this Agreement in Directors of the Designation Amount; provided, however, that, upon a Revocation of Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified Company as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, ); provided that Level 3 will not make any Revocation unlessthat: (a) no Default or Event of Default shall have has occurred and be is continuing at the time of and or after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following after such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred (and shall be deemed to have been incurred) for all purposes of this AgreementIndenture. All Designations and Revocations must Any such Designation or Revocation by the Board of Directors of the Company shall be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and an Officers’ Certificate certifying compliance that such Designation or Revocation complied with the foregoing provisions provisions. Notwithstanding the foregoing, (a) upon consummation of a Phosphates Combination Transaction, the Phosphates Entities, and (iib) giving the effective date of such Designation or Revocation. Upon Designation upon consummation of a Restricted Payment solely (other than a de minimis contribution of capital) of the type set forth in clause (7) of the second paragraph of Section 4.09 which results in a Person that is not a Subsidiary of the Company becoming a direct or indirect Subsidiary of the Company, such Person, shall be deemed to be designated as an Unrestricted Subsidiary in of the Company without compliance by the Company with the provisions of this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary4.13.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause only if: (2): (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; ; and (b2) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 409 for all purposes of this Agreement in the Designation Amount; providedIndenture. (b) The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary Subsidiary; or (z) be directly or indirectly liable for any Indebtedness of any Restricted Subsidiary which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) or this clause (z), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, Section 409. (c) The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unless: if (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens and Indebtedness of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture; and (3) such Subsidiary shall for purposes of Section 414 be treated as having then been acquired by the Company. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no the Company has made an Investment has previously been madeof $1,000 or less) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets interest of the Company and its Restricted Subsidiaries in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in an amount equal to the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of, or similar credit support for, or a Guarantee subject any of its properties or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent otherwise permitted under Sections 6.03 and 6.09this Indenture, including without limitation under Section 10.13 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 and Officers' Certificates delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) After the Issue Date, the Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 would not be prohibited under any provision of this Agreement from making an Investment the Company is permitted to make a Restricted Payment pursuant to Section 4.04 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of Company’s and the Restricted Subsidiaries’ Investment in such Restricted Subsidiary on such date. In the event of any such Designation. (b) The Company shall not, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 cause or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x1) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, undertaking agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, ; (y2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or Subsidiary; or (z3) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (xb)(1) or (y) b)(2), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, Section 4.04 or the definition of Permitted Investments. (c) The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) immediately after giving effect to such Revocation, the Company would be permitted to incur $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.03(a); and (b3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time for all purposes of incurred under this Agreement. Indenture. (d) All Designations and Revocations must be evidenced by a Board Resolutions Resolution of Level 3 the Company delivered to the Administrative Agent (i) Trustee, together with an Officers’ Certificate certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, -------- ------- that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted Subsidiary may pledge Capital -------- Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted -------- ------- Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentTrustee, provided that Level 3 the Company will not make any Revocation -------- unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Restricted Subsidiary Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The first and second paragraphs of Section 10.22 are hereby amended and restated in their entirety as follows: Other than in the case of a Permitted Designation (as defined below) the Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no the Company has made an Investment has previously been madeof $1,000 or less) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately except in the case of Permitted Investments and Investments made pursuant to clause (v) of the third paragraph of Section 10.13 hereof, at the time of and after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 6.0110.11 hereof; and (c) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets interest of the Company and its Restricted Subsidiaries in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 other than in the case of a Permitted Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in an amount equal to the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of, or similar credit support for, or a Guarantee subject any of its properties or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) under a Permitted Credit Facility or (y) to the extent otherwise permitted under Sections 6.03 and 6.09this Indenture, including without limitation under Section 10.13 hereof. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary The designation of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified WGSI as an Unrestricted Subsidiary if either of (the requirements set forth in clauses (a"Permitted Designation") and (b) of the immediately following paragraph will shall not be satisfied immediately following such classification. Except as provided affected by the conversion of WGSI into a limited liability company or the merger of or other reorganization of WGSI that results in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (WGSI being a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiarylimited liability company.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (vii) or (ix) of the third paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness under paragraph (ax) the proviso of Section 10.11 hereof or (y) solely in the case of a Designation with respect to a Subsidiary having assets which are substantially comprised of cash, or Newly Acquired Assets, clause (g) of Section 6.01the definition of Permitted Indebtedness; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture (assuming that this Indenture had been in effect on the Prior Issue Date) from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. 115 -107- In the event of any such DesignationDesignation made on or after the Prior Issue Date, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support for, or a Guarantee ofto, any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 or a Restricted Subsidiary the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 10.13 and 6.09Section 10.14 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) Borrower may designate (1) the any Subsidiary of Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than (x) a newly created Subsidiary in of Borrower which no Investment has previously been madeowns one or more Principal Assets and (y) Xxxx Group Asia) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 Borrower would be able to Incur $1.00 of Indebtedness permitted under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) the fair market value of the Fair Market Value Equity Interest of such Subsidiary owned by Borrower and/or any of the net assets Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to Borrower and the Restricted Subsidiary Subsidiaries on such date; and (iii) after giving effect to such Designation, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date. In the event of Upon any such Designation, Level 3 Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment constituting a Restricted Payment pursuant in such Unrestricted Subsidiary in an amount equal to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of . (b) Borrower may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; (ii) after giving effect to such Revocation, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date; and (biii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. . (c) All Designations and Revocations occurring after the Closing Date must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 Borrower delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions of Section 9.12(a) (in the case of any such Designations) and of Section 9.12(b) (iiin the case of any such Revocations). (d) giving the effective date of such Designation or Revocation. Upon Designation of If Borrower designates a Restricted Subsidiary Guarantor as an Unrestricted Subsidiary in compliance accordance with this Section 6.109.12, the Obligations of such Restricted Subsidiary shallGuarantor under the Credit Documents shall terminate and be of no further force and effect and all Liens granted by such Guarantor under the applicable Security Documents shall terminate and be released and be of no further force and effect, and all Liens on the Equity Interests and debt obligations of such Guarantor shall be terminated and released and of no further force and effect, in each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’s request, Administrative Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by Collateral Agent (including the execution and delivery of documentation providing for appropriate UCC termination statements and such release in form satisfactory other instruments and releases as may be necessary and appropriate to effect such release). Any such foregoing actions taken by Administrative Agent and/or Collateral Agent shall be at the Administrative Agent, be released from any Guarantee (in the case sole cost and expense of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryBorrower.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been madeof the Company that owns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in only if: (i) the case Subsidiary to be so designated has total assets of this clause $1,000 or less or (2):ii) such Subsidiary has total assets greater than $1,000 and (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted Subsidiaryi) the fair market value of the Fair Market Value Capital Stock of such Subsidiary owned by the Company and/or any of the net assets Restricted Subsidiaries on such date and (ii) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiary Subsidiaries on such date; and (c) after giving effect to such designation, the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.3 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.4 for all purposes of this Agreement in the Designation Amount; providedIndenture. The Company will not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall and will not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, undertaking agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.4. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following "Revocation"), whereupon such classification. Except as provided in the first sentence of this Section 6.10Subsidiary shall then constitute a Restricted Subsidiary, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions an Officers' Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) no Default or Event of Default shall have occurred and be continuing at the time of or shall result after giving effect to such Designation; (b2) immediately at the time of and after giving effect to such Designation, Level 3 would be able to the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 6.01; and4.10; (c3) Level 3 the Company would not be prohibited under any provision of this Agreement from making permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; providedand (4) such Unrestricted Subsidiary is not a party to any agreement, howevercontract, that, upon a Revocation arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such Designation agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of a Subsidiarythe Company or, Level 3 in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at Restricted Payment. Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (xA) provide credit support for, subject any of its assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or a Guarantee ofguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (yB) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (zC) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in for any guarantee given solely to support the case pledge by the Company or any Restricted Subsidiary of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Capital Stock of any Unrestricted Subsidiary, which guarantee is not recourse to the Company or any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and . All Subsidiaries of Unrestricted Subsidiaries shall be automatically classified deemed to be Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to such Revocation; (2) at the time of and after giving effect to such Revocation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; and (b3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been would be permitted to be Incurred at such time for all purposes of this Agreementoutstanding under Section 4.15. All Designations and Revocations must be evidenced by filing by the Company with the Trustee of Board Resolutions of Level 3 delivered to the Administrative Agent (i) and an Officers' Certificate certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Issuers may designate (1) the Borrower or Level 3 LLC as any Subsidiary of an Unrestricted Subsidiary or (2) any other Subsidiary Issuer (other than a newly created Subsidiary in of an Issuer which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Issuers would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment in Unrestricted Subsidiaries at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest x) fair market value of the Capital Stock of such Subsidiary owned by the Issuers and the Restricted Subsidiaries on such date and (y) the aggregate amount of other Investments of the Issuers and the Restricted Subsidiaries in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. ; and (iii) except in the case of a newly formed or a newly acquired Subsidiary, the Issuers would be permitted to incur $1.00 of additional Indebtedness pursuant to paragraph (a)(ii) of Section 4.09 at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, Level 3 the Issuers shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.07 for all purposes of this Agreement Indenture (including, without limitation, the definition of Permitted Investment) in the Designation Amount; provided. (c) The Issuers shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, Section 4.07. (d) The Issuers may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Issuers delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest i) fair market value of the Capital Stock of such Subsidiary owned by the Company and the Restricted Subsidiaries on such date and (ii) the aggregate amount of other Investments of the Company and the Restricted Subsidiaries in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date; and (c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under Section 4.3 of this Indenture at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant described under Section 6.03 4.4 of this Indenture for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence covenant described under Section 4.4 of this Section 6.10, no Restricted Subsidiary Indenture. The Company may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make revoke any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.Unrestricted

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) The Company may designate after the Issue Date any Subsidiary of the Company, other than XxXxxxxxx or a Person holding Capital Stock of XxXxxxxxx, as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) the Designation in an amount (the “"Designation Amount”") equal to the portion sum of: (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) the fair market value of the Fair Market Value Capital Stock of the net assets Subsidiary owned by the Company and/or any of such the Restricted Subsidiary Subsidiaries on such date and (B) the aggregate amount of Indebtedness of the Subsidiary owed to the Company and the Restricted Subsidiaries on that date. ; and (iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under Section 4.6 hereof at the time of Designation assuming the effectiveness of the Designation. (b) In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.7 hereof for all purposes of this Agreement in Indenture. Furthermore, the Designation Amount; providedCompany shall not, howeverand shall not permit any Restricted Subsidiary to, that, upon a Revocation of at any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to time: (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 provide direct or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, , (yii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or or (ziii) be directly or indirectly liable for any Indebtedness which that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such the Unrestricted Subsidiary), except in the case . (c) The Company may revoke any Designation of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following "Revocation"), whereupon such classification. Except as provided in the first sentence of this Section 6.10Subsidiary shall then constitute a Restricted Subsidiary, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. Indenture. (d) All Designations and Revocations must be evidenced by Board Resolutions an Officers' Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) the Borrower or Level 3 LLC any of its Subsidiaries as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” under this Agreement " (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 the Company would be able permitted to Incur $1.00 of Indebtedness make an Investment under paragraph (a) all applicable provisions of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment 4.10 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion greater of (proportionate to Level 3’s equity interest in x) the book value of such Restricted SubsidiarySubsidiary on such date and (y) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date; (iii) neither the Company nor any Restricted Subsidiary is, directly or indirectly, liable for any Indebtedness of such Unrestricted Subsidiary; and (iv) no default with respect to any Indebtedness of such Unrestricted Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.10 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary The Company shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor and shall not permit any Restricted Subsidiary shall to, at any time (x) provide credit support for, or a Guarantee of, guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 the Company or a any Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the pledgor other than to obtain such pledged Capital Stock property or Indebtedness, (y) be be, directly or indirectly indirectly, liable for any Indebtedness of any Unrestricted Subsidiary or (z) be be, directly or indirectly indirectly, liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of the foregoing clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09Section 4.10. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens Liens, Indebtedness and Indebtedness Preferred Stock of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred or issued, as the case may be, at such time, have been permitted to be Incurred at such time incurred or issued for all purposes of this AgreementIndenture. All Designations and Revocations must shall be evidenced by a duly adopted resolution of the Board Resolutions of Level 3 Directors of the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary4.17.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created the License Subsidiary, the Real Property Subsidiary in which no Investment has previously been madeand the Equipment Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets aggregate amount of its Investments in such Restricted Subsidiary on such date; and (iii) except in the case of a Subsidiary in which an Investment is being made pursuant to and as permitted by Section 4.06(b), the Company would be permitted to incur $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.04 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.06 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.06. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by resolutions of the Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocationprovisions. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.ARTICLE FIVE

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an “"Unrestricted Subsidiary” under this Agreement " (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 either (x) the Company's Investment in such Subsidiary does not exceed $1,000 or (y) the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest fair market value of the Company's Investment in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.10 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (xa) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (yb) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary Subsidiary, or (zc) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09Section 4.10. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. Indenture and for all purposes of this Indenture shall be deemed to have been Incurred at such time. (b) All Designations and Revocations must be evidenced by Board Resolutions of Level 3 an Officers' Certificate delivered to the Administrative Agent (i) Trustee attaching a certified copy of the resolutions of the Board of Directors giving effect to such Designation or Revocation, as applicable, and certifying compliance with the foregoing provisions and provisions. (iic) giving Notwithstanding the effective date foregoing, no Subsidiary that was a Subsidiary Guarantor as of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as November 25, 2003, shall be permitted to become an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; 133 (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, -------- ------- that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary Subsi diary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement agree ment or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted -------- Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or 111 indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted -------- ------- Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated redesig nated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentTrustee, provided that Level 3 the Company will not make any Revocation -------- unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative Agent135 Trustee, be released from any Restricted Subsidiary Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.. ARTICLE ELEVEN [INTENTIONALLY OMITTED] ARTICLE TWELVE

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not be entitled to designate any Subsidiary of the Company (1including any existing Subsidiary and any newly acquired or newly formed Subsidiary) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2):only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to either (x) the Company’s Investment in such Designation, Level 3 Subsidiary does not exceed $1,000 or (y) the Company would be able permitted to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment under Section 10.10 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3fair market value of the Company’s equity interest Investment in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement 10.10 in the Designation Amount; provided. Further, howeverthe Company shall not, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x1) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, ; (y2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or Subsidiary; or (z3) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause clauses (x1), (2) or and (y3) of this Section 10.18, to the extent permitted under Sections 6.03 Section 10.10 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted SubsidiarySection 10.13; provided, however, that with respect to entering into keepwell or other comfort letter arrangements, such Subsidiary arrangements and agreements shall not be designated as deemed to be an Incurrence of Indebtedness or a Restricted Payment at such time as the amount of the obligation of the Company or such Restricted Subsidiary with respect thereto is quantifiable. Standard Securitization Undertakings with respect to (x) a Qualified Receivables Financing of a Receivables Subsidiary are not prohibited by clauses (1), (2) and (3) above and (y) a Qualified Equipment Financing of an Equipment Subsidiary are not prohibited by clauses (1), (2) and (3) above. The Company shall be automatically classified entitled to revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture and for all purposes of this Indenture shall be deemed to have been Incurred at such time. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 an Officer’s Certificate delivered to the Administrative Agent (i) trustee attaching a certified copy of the resolutions of the Board of Directors giving effect to such Designation or Revocation, as applicable, and certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no the Company has made an Investment has previously been madeof $1,000 or less) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately except in the case of Permitted Investments and Investments made pursuant to clause (v) of the third paragraph of Section 10.13 hereof, at the time of and after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 6.0110.11 hereof; and (c) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets interest of the Company and its Restricted Subsidiaries in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in an amount equal to the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of, or similar credit support for, or a Guarantee subject any of its properties or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent otherwise permitted under Sections 6.03 and 6.09this Indenture, including without limitation under Section 10.13 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 and Officers' Certificates delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions provisions. The Company shall designate 4-Sight and (ii) giving the effective date each of its Subsidiaries as Restricted Subsidiaries at such Designation or Revocation. Upon Designation of a Restricted Subsidiary time as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) 4-Sight and its obligations under Subsidiaries become Subsidiaries of the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryCompany.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Guarantor may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Guarantor (other than the Company or a newly created Subsidiary in of the Guarantor which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “Designation”"DESIGNATION") unless in the case of this clause (2):only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Guarantor would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”"DESIGNATION AMOUNT") equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted Subsidiaryi) fair market value of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Guarantor and the Restricted Subsidiaries on such date and (ii) the aggregate amount of Indebtedness of such Subsidiary owed to the Guarantor and the Restricted Subsidiaries on such date; PROVIDED that in connection with a Domestication Event and a Designation by the Assuming Party of International Comfort Products Corporation (the "Former Guarantor") as an Unrestricted Subsidiary, in calculating the amount of the Investment deemed to be made pursuant to this clause (b), Qualified Capital Stock of the Assuming Party held by the Former Guarantor shall be excluded from such calculation; and (c) the Guarantor would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation); PROVIDED that in connection with a Domestication Event and a Designation by the Assuming Party of the Former Guarantor as an Unrestricted Subsidiary, the Designation need not comply with this clause (c). In the event of any such Designation, Level 3 the Guarantor shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 for all purposes of this Agreement in the Designation Amount; providedIndenture. The Guarantor shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, undertaking agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Unrestrict- ed Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.04. Unless Designated as an Unrestricted Subsidiary, The Guarantor may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following "REVOCATION"), whereupon such classification. Except as provided in the first sentence of this Section 6.10Subsidiary shall then constitute a Restricted Subsidiary, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless:if (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Guarantor delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Issuer shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Issuer (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Issuer would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Issuer would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3the Issuer’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3the Issuer’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Issuer or any Restricted Subsidiary. In addition, neither Level 3 the Issuer nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, that Level 3 the Issuer or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Issuer other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Issuer will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 the Issuer (or by a resolution of a duly authorized committee of the Board of Directors of the Issuer) delivered to the Administrative AgentTrustee, provided that Level 3 the Issuer will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Issuer (or by a resolution of a duly authorized committee of the Board of Directors of the Issuer) (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may hereafter designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Restricted Subsidiary (other than a newly created Restricted Subsidiary in which no Investment has previously been madewhich, as of the date of designation, owns any OP Units so long as it owns such OP Units ) as an “Unrestricted Subsidiary” under this Agreement (a “Designation” or “Designate”) unless in the case of this clause only if: (2): (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such DesignationDesignation and (ii) such Designation complies with Section 8.06. If the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 6.10, Level 3 would the Obligations of such Guarantor under the Loan Documents shall terminate and be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01no further force and effect without any action required by the Administrative Agent; and (c) Level 3 would not be prohibited , at the Company’s request, the Administrative Agent will execute and deliver any instrument evidencing such termination. The Company may hereafter designate any Unrestricted Subsidiary as a “Restricted Subsidiary” under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of or revoke any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertakingin either case, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unless: if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and immediately after giving effect to such Revocation; and (ii) after giving effect to such Revocation as of the end of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered under Section 7.01(a) or Section 7.01(b) on a Pro Forma Basis, no Event of Default would exist under the financial covenants set forth in Section 8.12 (provided that if there is an Early Covenant Relief Termination, each of Sections 8.12(a) and (b) shall be tested in accordance with the proviso to such Section); and (iii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at the time of such timeRevocation, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created any Subsidiary in which no Investment has previously been madeowns or holds any Collateral) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2): only if: (a) no Default or Event of Default shall have occurred and be continuing occurring at the time of or after giving effect to result from such Designation; ; (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Capital Stock of such Restricted Subsidiary on such date; and (c) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.12 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor (i) the Company shall not, and shall not permit any Restricted Subsidiary shall to, at any time (x) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 4.12, and 6.09(ii) no Unrestricted Subsidiary shall at any time guarantee or otherwise provide credit support for any obligation of the Company or any Restricted Subsidiary. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: if: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and and (b) all Liens Liens, Indebtedness and Indebtedness Affiliate Transactions of or involving such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary4.17.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement the Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making the Indenture to make an Investment constituting a Restricted Payment or a Permitted Basket Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest i) fair market value of the Capital Stock of such Subsidiary owned by the Company and the Restricted Subsidiaries on such date plus (but without duplication) (ii) the aggregate amount of other Investments of the Company and the Restricted Subsidiaries in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date; and (iii) unless the Company could make a Permitted Basket Investment in the amount described in paragraph (b) above, the Company would be permitted to Incur an additional $1.00 of Senior Indebtedness pursuant to paragraph (a) of Section 4.09 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.07 for all purposes of this Agreement the Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as Section 4.07 and, in the case of clause (z), pursuant to a Guarantee of such Indebtedness of an Unrestricted Subsidiary, Subsidiary to the extent such Guarantee is permitted under Section 4.07. The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture; (iii) such Unrestricted Subsidiary does not own or operate an Affiliate Business. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary or is a Subsidiary Guarantor) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of Indenture. The Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted SubsidiarySubsidiary (“Revocation”), whereupon such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as then constitute a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions an Officers’ Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying authorization under this Indenture and compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no the Company has made an Investment has previously been madeof $1,000 or less) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets interest of the Company and its Restricted Subsidiaries in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in an amount equal to the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of, or similar credit support for, or a Guarantee subject any of its properties or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent otherwise permitted under Sections 6.03 and 6.09this Indenture, including without limitation under Section 10.13 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 and Officers' Certificates delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (vii) or (ix) of the third paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness under paragraph (a) the proviso of Section 6.0110.11 hereof; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support for, or a Guarantee ofto, any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 or a Restricted Subsidiary the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 10.13 and 6.09Section 10.14 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, -------- ------- that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary Subsi diary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted -------- Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted -------- ------- Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated redesig nated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentTrustee, provided that Level 3 the Company will not make any Revocation -------- unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative Agent139 Trustee, be released from any Restricted Subsidiary Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) Borrower may, on or after the earlier of the Xxxx Las Vegas Reorganization and the Xxxx Massachusetts Project Opening Date, designate (1) the any Subsidiary of Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in of Borrower which no Investment has previously been madeowns one or more Principal Assets) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause only if: (2): (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 ; (ii) Borrower would be able to Incur $1.00 of Indebtedness permitted under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) the fair market value of the Fair Market Value Equity Interest of such Subsidiary owned by Borrower and/or any of the net assets Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to Borrower and the Restricted Subsidiary Subsidiaries on such date; and (iii) after giving effect to such Designation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date. In the event of Upon any such Designation, Level 3 Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment constituting a Restricted Payment pursuant in such Unrestricted Subsidiary in an amount equal to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an “"Unrestricted Subsidiary” under this Agreement " (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 either (x) the Company's Investment in such Subsidiary does not exceed $1,000 or (y) the Company would not be prohibited permitted under any provision of this Agreement from making the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest fair market value of the Company's Investment in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant described under Section 6.03 4.10 for all purposes of this Agreement the Indenture in the Designation Amount; provided. The Indenture will further provide that the Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (xa) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (yb) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary Subsidiary, or (zc) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09the covenant described under Section 4.10. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. Indenture and for all purposes of this Indenture shall be deemed to have been Incurred at such time. (b) All Designations and Revocations must be evidenced by Board Resolutions of Level 3 an Officers' Certificate delivered to the Administrative Agent (i) Trustee attaching a certified copy of the resolutions of the Board of Directors giving effect to such Designation or Revocation, as applicable, and certifying compliance with the foregoing provisions and provisions. (iic) giving Notwithstanding the effective date foregoing, no Subsidiary that was a Subsidiary Guarantor as of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as March 29, 2001 shall be permitted to become an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause only if: (2): (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; ; and (b2) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 409 of this Indenture or a Permitted Investment in the Designation Amount for all purposes of this Agreement in the Designation Amount; providedIndenture. (b) The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time: (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or Subsidiary. (zc) be directly or indirectly liable for The Company may revoke any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence Designation of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by ), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unless: if (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens and Indebtedness of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture; and (3) such Subsidiary shall for purposes of Section 414 be treated as having then been acquired by the Company. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions provisions. (d) Notwithstanding anything to the contrary in this Section 408, (i) if any Restricted Subsidiary owns or holds any Material Intellectual Property, such Restricted Subsidiary may not be designated as an Unrestricted Subsidiary and (ii) giving neither the effective date Company nor any of such Designation its Restricted Subsidiaries shall make any Investment in, Restricted Payment to or Revocation. Upon Designation otherwise dispose of a any Material Intellectual Property to, any Unrestricted Subsidiary (in each case, without regard to whether the Company or any Restricted Subsidiary as has the right to continue to utilize any such intellectual property after such transfer); for the avoidance of doubt, it is understood and agreed that such restriction shall not restrict any non-exclusive licenses, sublicenses or cross licenses of rights in intellectual property or any rights in intellectual property that become Material Intellectual Property subsequent to the acquisition by an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur incur $1.00 of additional Indebtedness under paragraph (a) pursuant to the proviso of Section 6.0110.12 hereof; and (ciii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant described in Section 6.03 10.14 hereof for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time time, (xa) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 or a Restricted Subsidiary the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (yb) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (zc) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (xa) or (yb) to the extent permitted under Sections 6.03 the covenant described in Section 10.14 and 6.09Section 10.15 hereof. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocationprovisions. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.ARTICLE ELEVEN

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created the License Subsidiary, the Real Property Subsidiary in which no Investment has previously been madeand the Equipment Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets aggregate amount of its Investments in such Restricted Subsidiary on such date; and (iii) except in the case of a Subsidiary in which an Investment is being made pursuant to and as permitted by Section 4.06(b), the Company would be permitted to in- cur $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.04 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.06 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.06. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by resolutions of the Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocationprovisions. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.ARTICLE FIVE

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an “"Unrestricted Subsidiary” under this Agreement " (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 either (x) the Company's Investment in such Subsidiary does not exceed $1,000 or (y) the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest fair market value of the Company's Investment in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.10 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (xa) provide credit support for, or a Guarantee guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (yb) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary Subsidiary, or (zc) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09Section 4.10. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. Indenture and for all purposes of this Indenture shall be deemed to have been Incurred at such time. (b) All Designations and Revocations must be evidenced by Board Resolutions of Level 3 an Officers' Certificate delivered to the Administrative Agent (i) Trustee attaching a certified copy of the resolutions of the Board of Directors giving effect to such Designation or Revocation, as applicable, and certifying compliance with the foregoing provisions and provisions. (iic) giving Notwithstanding the effective date foregoing, no Subsidiary that was a Subsidiary Guarantor as of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as December 17, 2001, shall be permitted to become an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Issuer shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Issuer (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Issuer would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Issuer would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3the Issuer’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3the Issuer’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Issuer or any Restricted Subsidiary. In addition, neither Level 3 the Issuer nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, that Level 3 the Issuer or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Issuer other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Issuer will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 the Issuer delivered to the Administrative AgentTrustee, provided that Level 3 the Issuer will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Issuer delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (b) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted Subsidiaryi) fair market value of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and the Restricted Subsidiaries on such date and (ii) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 hereof at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 hereof for all purposes of this Agreement in the Designation Amount; providedIndenture. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, undertaking agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.04 hereof. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following "Revocation"), whereupon such classification. Except as provided in the first sentence of this Section 6.10Subsidiary shall then constitute a Restricted Subsidiary, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless:if (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (Company, other than a newly created Subsidiary in which no Investment has previously been made) , as an “"Unrestricted Subsidiary” " under this Agreement the Indenture (a “Designation”"DESIGNATION") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.013.08; and (c) Level 3 The Company would not be prohibited under any provision of this Agreement the Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”"DESIGNATION AMOUNT") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment in the Designation Amount constituting a Restricted Payment pursuant to Section 6.03 3.11 for all purposes of this Agreement in the Designation AmountIndenture; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “Investment” Investment in an Unrestricted Subsidiary of an amount (if positive) equal to (i1) Level 3’s “Investment” the Company's Investment in such Subsidiary at the time of such Revocation less (ii2) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such RevocationRevocation less (3) any Returned Investment. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.such

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (vi) of the third paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness under paragraph (a) the proviso of Section 6.0110.11 hereof; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. 95 -88- In the event of any such DesignationDesignation made on or after the Issue Date, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support for, or a Guarantee ofto, any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 or a Restricted Subsidiary the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 10.13 and 6.09Section 10.14 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Subsidiary (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011011; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1013 for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) NYDOCS01/566567 3 be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary1013 or 1020. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentResolution, provided that Level 3 will the Company shall not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.action

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) after the Borrower or Level 3 LLC as an Unrestricted Issue Date any Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) of the Company as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or shall result after giving effect to such Designation; (b2) immediately at the time of and after giving effect to such Designation, Level 3 would be able to the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 6.01; and4.10; (c3) Level 3 the Company would not be prohibited under any provision of this Agreement from making permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; providedand (4) such Unrestricted Subsidiary is not a party to any agreement, howevercontract, that, upon a Revocation arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such Designation agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of a Subsidiarythe Company or, Level 3 in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at Restricted Payment. Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (xA) provide credit support for, subject any of its assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or a Guarantee ofguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (yB) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (zC) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary, except for any guarantee given solely to support the pledge by the Company or any Restricted Subsidiary (including of the Capital Stock of any right to take enforcement action against such Unrestricted Subsidiary), which guarantee is not recourse to the Company or any Restricted Subsidiary except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09of the pledge. Unless Designated as an All Subsidiaries of Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and Subsidiaries shall be automatically classified deemed to be Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to such Revocation; (2) at the time of and after giving effect to such Revocation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; and (b3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been would be permitted to be Incurred at such time for all purposes of this Agreementoutstanding under Section 4.15. All Designations and Revocations must be evidenced by filing by the Company with the Trustee of Board Resolutions of Level 3 delivered to the Administrative Agent (i) and an Officers’ Certificate certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Administrative Agent to occur within 45 days after the end of the fiscal quarter of Level 3 in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of Level 3’s fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, -------- however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the ------- Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted -------- Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted -------- ------- Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentTrustee, provided that Level 3 the Company will not make any Revocation -------- unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Restricted Subsidiary Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) after the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) Issue Date any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an “"Unrestricted Subsidiary” " under this Agreement the Indenture (a “"Designation”") unless in the case of this clause (2):only if: (aA) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bB) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 10.14 in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of Company's interest in such Restricted Subsidiary on such datedate calculated in accordance with GAAP; (C) if the Company is then subject to Section 10.12, the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the proviso of the first paragraph of Section 10.12 hereof at the time of such Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant described in Section 6.03 10.14 hereof for all purposes of this Agreement the Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary The Company shall not own any Capital Stock of Level 3 and shall not cause or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to at any time (x) provide credit support for, or a Guarantee subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 ) (other than to obtain such pledged Capital Stock Permitted Investments in Unrestricted Subsidiaries) or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary and (ii) no Unrestricted Subsidiary shall at any time guarantee or (z) be directly or indirectly liable otherwise provide credit support for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of the Company or any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Restricted Subsidiary). For purposes of the foregoing, except in the case Designation of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified the Company as an Unrestricted Subsidiary if either shall be deemed to be the Designation of all of the requirements set forth in clauses (a) and (b) Subsidiaries of the immediately following paragraph will not be satisfied immediately following such classificationSubsidiary. Except as provided in the first sentence The Company may revoke any Designation of this Section 6.10, no Restricted a Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked Subsidiary (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (aD) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (bE) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreementthe Indenture; (F) if the Company is then subject to Section 10.12, unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and the incurrence of any such additional Indebtedness, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described in Section 10.12; and (G) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary would be permitted by Section 10.15 as if such transaction (or series of related transactions) had occurred at the time of such Revocation. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not After the Issue Date, CNH Global may designate (1) the Borrower or Level 3 LLC as an Unrestricted any Subsidiary or (2) any other Subsidiary of CNH Global (other than Case New Holland or a newly created Subsidiary in of CNH Global which no Investment has previously been madeowns Capital Stock of Case New Holland or a Restricted Subsidiary) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 (A) in the case of a Subsidiary other than a Financial Services Subsidiary, (i) prior to reaching Investment Grade Status, CNH Global would not be prohibited permitted under any provision this Indenture to make a Restricted Payment pursuant to the first paragraph of this Agreement from making an Investment Section 4.11 hereof at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of CNH Global’s and the net assets of Restricted Subsidiaries’ Investment in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less date and (ii) from and after the portion (proportionate to Level 3’s equity interest in such Subsidiary) of date the Notes reach Investment Grade Status, the Fair Market Value of CNH Global’s and the net assets of such Subsidiary Restricted Subsidiaries’ outstanding Investments (calculated at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time Investment is made) in (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, not exceed $1.0 million and (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof all such Subsidiaries may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except not exceed $10.0 million in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiaryaggregate, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (bB) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a GuarantorFinancial Services Subsidiary, immediately prior to or concurrently with such Designation, such Financial Services Subsidiary shall have repaid all Indebtedness owed to CNH Global and its Restricted Subsidiaries (and terminated all related commitments) and returned, in cash or Cash Equivalents or a combination thereof, an amount equal to all Investments made subsequent to the Issue Date in such Financial Services Subsidiary by CNH Global and its obligations under Restricted Subsidiaries except to the Collateral Agreement (extent such return would cause such Financial Services Subsidiary to violate applicable capital adequacy or other regulatory requirements, in which case such obligation to return Investments made after the case Issue Date shall, to the extent of a Grantor) previously made by any amount of Investment the return of which would violate such requirements, be deferred until the date of any Permitted Financial Services Disposition in respect of such Subsidiary.. CNH Global shall not, and shall not cause or permit any Restricted Subsidiary to, at any time:

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (Company, other than a newly created Subsidiary in which no Investment has previously been made) , as an “"Unrestricted Subsidiary” " under this Agreement the Indenture (a “Designation”"DESIGNATION") unless in the case of this clause (2):unless: (a) no Default or Event of Default or Reset Event shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.013.08; and (c) Level 3 The Company would not be prohibited under any provision of this Agreement the Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”"DESIGNATION AMOUNT") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment in the Designation Amount constituting a Restricted Payment pursuant to Section 6.03 3.11 for all purposes of this Agreement in the Designation AmountIndenture; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the Company shall be deemed to continue to have a permanent “Investment” Investment in an Unrestricted Subsidiary of an amount (if positive) equal to (i1) Level 3’s “Investment” the Company's Investment in such Subsidiary at the time of such Revocation less (ii2) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such RevocationRevocation less (3) any Returned Investment. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof of such Debt may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 3.11 and 6.09Section 3.17. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10Section, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”"REVOCATION") by a resolution of the Board Resolution of Level 3 delivered to Directors of the Administrative Agent, Company; provided that Level 3 the Company will not make any Revocation unless: (a) no Default or Event of Default or Reset Event shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreementthe Indenture. All Designations and Revocations must be evidenced by resolutions of the Board Resolutions of Level 3 delivered to Directors of the Administrative Agent (i) Company o certifying compliance with the foregoing provisions and (ii) provisions, o giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory and o delivered to the Administrative AgentTrustee within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, be released from any Guarantee (in the case of a Guarantor) and its obligations under Designation or Revocation made during the Collateral Agreement (in last fiscal quarter of the case Company's fiscal year, within 90 days after the end of a Grantor) previously made by such Subsidiaryfiscal year).

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Company shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; 133 (b) immediately after giving effect to such Designation, Level 3 the Company would be able to Incur $1.00 of Indebtedness Debt under paragraph (a) of Section 6.011010; and (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s the Company's equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 1012 for all purposes of this Agreement Indenture in the Designation Amount; provided, -------- however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 the ------- Company shall be deemed to continue to have a permanent “"Investment” " in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “the Company's "Investment” " in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 the Company or any Restricted Subsidiary. In addition, neither Level 3 the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such IndebtednessDebt); provided, however, provided that Level 3 the Company or a Restricted -------- Subsidiary may pledge Capital Stock or Indebtedness Debt of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or IndebtednessDebt, (y) be directly or indirectly liable for any Indebtedness Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any IndebtednessDebt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 1012 and 6.091018. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a -------- ------- Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.101019, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative AgentTrustee, provided that Level 3 the Company will not make any Revocation -------- unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent Trustee (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such Designation or Revocation is made (or, in the case of a Designation or Revocation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year). Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.101019, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative Agent135 Trustee, be released from any Restricted Subsidiary Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion sum of (proportionate to Level 3’s equity interest i) fair market value of the Capital Stock of such Subsidiary owned by the Company and the Restricted Subsidiaries on such date and (ii) the aggregate amount of other Investments of the Company and the Restricted Subsidiaries in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. ; and (iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 of this Indenture at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.07 hereunder for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, Section 4.07 hereunder. (c) The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Indenture. (d) Designations and Revocations must be evidenced by Board Resolutions of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created the License Subsidiary, the Real Property Subsidiary in which no Investment has previously been madeand the Equipment Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (cii) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets aggregate amount of its Investments in such Restricted Subsidiary on such date; and (iii) except in the case of a Subsidiary in which an Investment is being made pursuant to and as permitted by Section 4.06(b), the Company would be permitted to incur $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.04 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.06 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide direct or indirect credit support for, for or a Guarantee of, guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except except, in the case of clause (x) or (y) ), to the extent permitted under Sections 6.03 and 6.09Section 4.06. Unless Designated as an Unrestricted Subsidiary, The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”) by "), whereupon such Subsidiary shall then constitute a Board Resolution of Level 3 delivered to the Administrative AgentRestricted Subsidiary, provided that Level 3 will not make any Revocation unlessif: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such SubsidiaryIndenture.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not (a) The Company may designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been madean Ineligible Subsidiary) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b2) immediately after giving effect to such Designation, Level 3 the Company would be able permitted under this Indenture to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets aggregate amount of its Investments in such Restricted Subsidiary on such date. ; and (3) except in the case of a Subsidiary of the Company in which an Investment is being made pursuant to, and as permitted by, paragraph (c) of Section 4.04, the Company would be permitted to Incur $1.00 of additional Indebtedness pursuant to clause (a)(1) of Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 4.04 for all purposes of this Agreement Indenture in the Designation Amount; provided. (c) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), howeverwhereupon such Subsidiary shall then constitute a Restricted Subsidiary, that, upon a Revocation if no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation. In the event of any such Designation of a SubsidiaryRevocation, Level 3 the Company shall be deemed to continue to have a permanent “Investment” Investment in an Unrestricted Subsidiary of constituting a Restricted Payment pursuant Section 4.04 for all purposes under this Indenture in an amount (if positive) equal to to: (i1) Level 3’s “Investment” the Fair Market Value of the aggregate amount of the Company's Investments in such Subsidiary at the time of such Revocation less Revocation; less (ii2) the portion (proportionate to Level 3’s the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless:. (ad) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions a resolution of Level 3 the board of directors of the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 The Issuer shall not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Issuer (other than a newly created Subsidiary in which no Investment investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement Indenture (a “Designation”) unless in the case of this clause (2):unless: (a) so long as any loans or commitments are outstanding under the Existing Issuer Credit Facility or any Additional First Lien Debt, at the time of such Designation, such Subsidiary of the Issuer shall also be designated as an Unrestricted Subsidiary under the Existing Issuer Credit Facility and the documentation governing such other Additional First Lien Debt; (b) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (bc) immediately prior to and after giving effect to such Designation, Level 3 the Issuer would be able to Incur $1.00 of Indebtedness Priority Debt under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation909(a). At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, (i) such Subsidiary shall not own any Capital Stock Equity Interests of Level 3 the Issuer or any Restricted Subsidiary. In addition, neither Level 3 nor Subsidiary and (ii) the Issuer or any Restricted Subsidiary shall at not have guaranteed or otherwise have any time (x) provide credit support for, or a Guarantee of, any Indebtedness direct payment obligations in respect of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing Debt of such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09such guarantee or obligations would be released, terminated or no longer exist upon such Designation. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 the Issuer will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10914, no Restricted Subsidiary may be redesignated designated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a resolution of the Board Resolution of Level 3 Directors of the Issuer (or a duly authorized committee thereof) delivered to the Administrative AgentTrustee, provided that Level 3 the Issuer will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent an Officers’ Certificate (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10914, such Restricted Subsidiary shall, by delivery of documentation a supplemental indenture providing for such release in form satisfactory to the Administrative AgentTrustee, be released from any Note Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary. SECTION 915. [Reserved].

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09Section 6.03. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreement. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not designate (1) the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary (other than a newly created Subsidiary in which no Investment has previously been made) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) unless in the case of this clause (2): (a) The Company may designate after the Issue Date any Restricted Subsidiary as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (bii) immediately after giving effect to such Designation, Level 3 the Company would be able permitted to Incur $1.00 of Indebtedness under paragraph make an Investment (aother than a Permitted Investment, except a Permitted Investment covered by clause (x) of Section 6.01; and (cthe definition thereof) Level 3 would not be prohibited under any provision of this Agreement from making an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 10.9 in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets of Company's interest in such Restricted Subsidiary on such date; and (iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.8 at the time of such Designation (assuming the effectiveness of such Designation). In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.9 for all purposes of this Agreement Indenture in the Designation Amount; provided. The Company shall not, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary and shall not own any Capital Stock of Level 3 cause or any Restricted Subsidiary. In addition, neither Level 3 nor permit any Restricted Subsidiary shall to, at any time (x) provide credit support for, for or a Guarantee subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in any non-recourse guarantee given solely to support the case pledge by the Company or any Restricted Subsidiary of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as Capital Stock of an Unrestricted Subsidiary, . All Sub- -95- 105 sidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. (b) The Company may revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; , and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Agreement. Indenture. (c) All Designations and Revocations must be evidenced by Board Resolutions Officer's Certificates of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall The Company will not designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than a newly created Subsidiary in which no Investment has previously been made) as an “"Unrestricted Subsidiary” " under this Agreement Indenture (a “"Designation”") unless in the case of this clause (2):unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (vii) or (ix) of the third paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, Level 3 the Company would be able to Incur incur $1.00 of Indebtedness under paragraph (a) the proviso of Section 6.0110.11 hereof; andand 113 -105- (c) Level 3 the Company would not be prohibited under any provision of this Agreement Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the portion (proportionate to Level 3’s equity interest in such Restricted Subsidiary) of the Fair Market Value of the net assets Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.03 10.13 hereof for all purposes of this Agreement Indenture in the Designation Amount; provided, however, that, upon a Revocation of any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at . Neither the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support for, or a Guarantee ofto, any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, provided that Level 3 or a Restricted Subsidiary the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 the Company other than to obtain such pledged Capital Stock or Indebtednessproperty, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity maturity) upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation Indebtedness that is Indebtedness of any an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 Section 10.13 and 6.09Section 10.14 hereof. Unless Designated as an Unrestricted Subsidiary, The Company will not revoke any Person that becomes Designation of a Subsidiary of Level 3 will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “"Revocation”") by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this AgreementIndenture. All Designations and Revocations must be evidenced by Board Resolutions of Level 3 delivered to the Administrative Agent (i) Trustee certifying compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocationprovisions. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiary.114 -106-

Limitation on Designations of Unrestricted Subsidiaries. Level 3 shall not The Company may, on or after the Issue Date, designate (1) any Subsidiary of the Borrower or Level 3 LLC as an Unrestricted Subsidiary or (2) any other Subsidiary Company (other than (x) the Issuer and (y) a newly created Subsidiary in of the Company which no Investment has previously been madeowns Capital Stock of a Restricted Subsidiary or is a Subsidiary Guarantor) as an “Unrestricted Subsidiary” under this Agreement the Indenture (a “Designation”) unless in the case of this clause (2):only if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, Level 3 would be able to Incur $1.00 of Indebtedness under paragraph (a) of Section 6.01; and (c2) Level 3 the Company would not be prohibited permitted under any provision of this Agreement from making the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the portion sum of (proportionate to Level 3’s equity interest in such Restricted SubsidiaryA) of the Fair Market Value of the net assets Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. In the event of any such Designation, Level 3 the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 6.03 4.04 for all purposes of this Agreement in the Designation Amount; provided, however, that, upon a Revocation of Indenture. The Company may revoke any such Designation of a Subsidiary, Level 3 shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to (i) Level 3’s “Investment” in such Subsidiary at the time of such Revocation less (ii) the portion (proportionate to Level 3’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. At the time of any Designation of any Subsidiary as an Unrestricted SubsidiarySubsidiary (“Revocation”), whereupon such Subsidiary shall not own any Capital Stock of Level 3 or any Restricted Subsidiary. In addition, neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that Level 3 or a Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against Level 3 other than to obtain such pledged Capital Stock or Indebtedness, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Sections 6.03 and 6.09. Unless Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Level 3 will be classified as then constitute a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated as a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (a) and (b) of the immediately following paragraph will not be satisfied immediately following such classification. Except as provided in the first sentence of this Section 6.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. A Designation may be revoked (a “Revocation”) by a Board Resolution of Level 3 delivered to the Administrative Agent, provided that Level 3 will not make any Revocation unlessif: (a1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary Subsidiaries outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Agreementthe Indenture. All Designations and Revocations must be evidenced by Board Resolutions an Officer’s Certificate of Level 3 the Company delivered to the Administrative Agent (i) Trustee certifying authorization under the Indenture and compliance with the foregoing provisions and (ii) giving the effective date of such Designation or Revocation. Upon Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.10, such Restricted Subsidiary shall, by delivery of documentation providing for such release in form satisfactory to the Administrative Agent, be released from any Guarantee (in the case of a Guarantor) and its obligations under the Collateral Agreement (in the case of a Grantor) previously made by such Subsidiaryprovisions.