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 the Indenture substantially in the form of Exhibit D hereto, or amend any indenture supplemental to the Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding a Note Guarantee pursuant to Section 1020 to provide that the payment obligation on a Note Guarantee of a Guarantor (other than any Sister 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 obligation as borrower under, any Qualified Credit Facility Incurred by a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 1010 or clause (ii) of paragraph (b) of Section 1011; provided, however, that the terms of the subordination of a Note Guarantee to any such Guarantee of, or obligation as borrower under, a Qualified Credit Facility 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.

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 the this Indenture substantially in the form of Exhibit D E hereto, or amend any indenture supplemental to the this Indenture entered into by the Issuer, such Guarantor and the Trustee for the purpose of adding a an additional Note Guarantee pursuant to Section 1020 908 or Section 913 to provide that the payment obligation on a Note Guarantee of a Guarantor (other than any Sister that is an Issuer 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 obligation as borrower obligations under, any Qualified Credit Facility Incurred by a Restricted Subsidiary in accordance with clause (ii) of paragraph (b) of Section 1010 or clause (ii) 908 of paragraph (b) of Section 1011this 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 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.