Common use of Subordination of Note Guarantees Clause in Contracts

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder of Securities, enter into one or more indentures supplemental to this Indenture substantially in the form of Exhibit E hereto, or amend any indenture supplemental to this Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 or Section 913 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations under, any Qualified Credit Facility Incurred in accordance with clause (ii) of paragraph (b) of Section 908 of this Indenture and the Existing Secured Notes; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured Notes) by such Guarantor of any other Debt of Level 3 Parent also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E D hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured Notes) by such Guarantor of any other Debt of Level 3 Parent also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 9.25% Senior Notes due 2014, the 2015 Floating Rate Notes, the 8.75% Senior Notes due 2017, the 10% Senior Notes due 2018 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 10.75% Notes, the 12.25% Notes, the 2011 Floating Rate Notes, the 9.25% Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 10¾% Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 8.125% Senior Notes due 2019, the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 2018 Floating Rate Notes, the 5.375% Senior Notes due 2022, the 5.625% Senior Notes due 2023, the 5.125% Senior Notes due 2023 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 8.125% Senior Notes due 2019, the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 2018 Floating Rate Notes, the 5.375% Senior Notes due 2022, the 5.625% Senior Notes due 2023, the 5.375% Senior Notes due 2025 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent Obligations of any Holder of Securities, enter into one or more indentures supplemental to this Indenture substantially in the form of Exhibit E hereto, or amend any indenture supplemental to this Indenture entered into by the Issuer, such each Guarantor and the Trustee for the purpose of adding an additional under its Note Guarantee pursuant to Section 908 or Section 913 this Article 11 will be junior and subordinated to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary be expressly subordinated in any bankruptcy, liquidation or winding up proceeding Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the prior payment Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in full respect of the Notes pursuant to this Indenture, including Article 10 hereof. Each Holder of Notes, by accepting a Note or a Note Guarantee, acknowledges and agrees that the subordination provisions set forth in cash Article 10 are, and are intended to be, an inducement and consideration to each holder of all obligations Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of such Guarantor under any Guarantee ofthe Notes or the Note Guarantees, to acquire and continue to hold, or obligations underto continue to hold, any Qualified Credit Facility Incurred such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on the subordination provisions set forth in accordance with clause (ii) of paragraph (b) of Section 908 this Article 10 in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. The provisions of this Indenture and the Existing Secured Notes; providedSection 11.02, however, that (x) the terms of the subordination of a Note Guarantee insofar as they relate to any such Guarantee of, or obligation under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Note Guarantees to Senior Debt of such Guarantor to the payment obligation Company, may not be amended or modified without the written consent of the holders of all Senior Debt. The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be pari passu in right of payment with any future senior subordinated indebtedness of such Guarantor and (y) senior in right of payment to any Guarantee (other than a Guarantee of future subordinated indebtedness that is designated as such Qualified Credit Facility by the Company or the Existing Secured Notes) by such Guarantor of any other Debt of Level 3 Parent also shall be expressly otherwise contractually subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note GuaranteeNotes.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the 109 Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 2015 Floating Rate Notes, the 10% Senior Notes due 2018, the 9.375% Senior Notes due 2019, the 8.125% Senior Notes, the 8.625% Senior Notes, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this Indenture substantially in the form of Exhibit E heretoIndenture, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 1010 or Section 913 1011 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s 's Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 2018 Floating Rate Notes, the 5.375% Senior Notes due 2022, the 5.625% Senior 107 Notes due 2023, the 5.125% Senior Notes due 2023 and the 5.375% Senior Notes due 2025 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 2018 Floating Rate Notes, the 9.375% Senior Notes due 2019, the 8.125% Senior Notes due 2019, the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 2015 Floating Rate Notes, the 10% Senior Notes due 2018, the 9.375% Senior Notes due 2019, the 8.125% Senior Notes, the 8.625% Senior Notes, the 7% Senior Notes due 2020 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder of Securities, enter into one or more indentures supplemental to this Indenture substantially in the form of Exhibit E F hereto, or amend any indenture supplemental to this Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 or Section 913 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred in accordance with clause (ii) of paragraph (b) of Section 908 of this Indenture and the Existing Secured Notes908; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the Existing Notes or any other Debt of Level 3 Parent also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 10.75% Notes, the 12.25% Notes, the Floating Rate Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the Existing Senior Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 9.375% Senior Notes due 2019, the 8.125% Senior Notes due 2019, the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 2018 Floating Rate Notes, the 5.375% Senior Notes due 2022 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other 108 than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 2015 Floating Rate Notes, the 8.75% Senior Notes due 2017, the 10% Senior Notes due 2018, the 9.375% Senior Notes due 2019, the 8.125% Senior Notes, the 8.625% Senior Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional a Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 9.25% Senior Notes due 2014, the 2015 Floating Rate Notes, the 8.75% Senior Notes due 2017, the 10% Senior Notes due 2018, the 9.375% Senior Notes due 2019 or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.

Subordination of Note Guarantees. The Issuer, the Guarantors and the Trustee may, without notice to or consent of any Holder holder of Securities, enter into one or more indentures supplemental to this the Indenture substantially in the form of Exhibit E G hereto, or amend any indenture supplemental to this the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding an additional Note Guarantee pursuant to Section 908 1010, Section 1011 or Section 913 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor that is an Issuer (other than Parent or any Sister Restricted Subsidiary Subsidiary) be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under any Guarantee of, or obligations obligation as borrower under, any Qualified Credit Facility Incurred by Parent or a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 908 1010 or clause (ii) of this Indenture and the Existing Secured Notesparagraph (b) of Section 1011; provided, however, that (x) the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility or the Existing Secured Notes may not eliminate or otherwise adversely affect the subordination of the payment obligation on any other Debt of such Guarantor to the payment obligation of the Note Guarantee of such Guarantor and (y) any Guarantee (other than a Guarantee of such Qualified Credit Facility or the Existing Secured NotesFacility) by such Guarantor of the 10.75% Notes, the 12.25% Notes, the 2011 Floating Rate Notes, the 9.25% Notes, the 2015 Floating Rate Notes, the 8.75% Notes or any other Debt of Level 3 Parent or any Sister Restricted Subsidiary also shall be expressly subordinated in any bankruptcy, liquidation or winding up proceeding of such Guarantor to the prior payment in full in cash of all obligations of such Guarantor under its Guarantee of such Qualified Credit Facility and Existing Secured Notes to at least the same extent and on the same terms and conditions as the subordination provisions applicable to such Guarantor’s Note Guarantee.