Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in any Loan Party’s identity or corporate structure or (iii) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of the certificate pursuant to paragraph (c) of Section 5.01, Level 3 shall deliver to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish Furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the jurisdiction of organization or formation of any Loan Party, (iii) in any Loan Party’s identity or corporate structure or (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are reasonably required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Holdings and the Borrower also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each In the case of the Borrower, each year, at the time of delivery of the certificate annual financial statements with respect to the preceding fiscal year pursuant to paragraph (c) of Section 5.015.04(a), Level 3 shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 a Financial Officer (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section 5.06 and (ii) to the extent applicable, certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, filings recordings or registrations, including all refilings, rerecordings recordings and reregistrationsregistrations, containing a description of the Article 9 Collateral required to be set forth therein (as defined in the Guarantee and Collateral Agreement) have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above of this Section 5.06(b) to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents interest for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Each certificate delivered pursuant to this Section 5.06(b)(ii) shall identify in the format of Section 13 of the Perfection Certificate all Intellectual Property of any Loan Party in existence on the date thereof and not then listed on the Perfection Certificate or previously so identified to the Collateral Agent.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) in the jurisdiction of incorporation or organization of any Loan Party’s identity or corporate structure Party or (iii) in any Loan Party’s Federal Taxpayer Identification Numberorganizational identification number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of delivery of the certificate financial statements pursuant to paragraph (c) of Section 5.015.01(a), Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates of an authorized a certificate executed by a Financial Officer or chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Sections 7, 8, 9, 11, 12, 13 and 14 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as the case may be) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Each Credit Party will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Credit Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Credit Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Credit Party’s identity or corporate structure or structure, (iiiiv) in any Loan Credit Party’s Federal Taxpayer Identification NumberNumber or (v) in any Credit Party’s jurisdiction of organization. Each of Level 3 and the Borrower Credit Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the relevant Collateral. Each of Level 3 and the Borrower Credit Party also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph clause (cb) of Section 5.017.1, Level 3 each Borrower shall deliver to Administrative Agent a certificate of a Responsible Financial Officer and the Collateral Agent certificates of an authorized chief legal officer of Level 3 each Borrower (i) setting forth the information required pursuant to (A) Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section 7.16 and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and The Parent or the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in the legal name of any Loan Party’s corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the jurisdiction of organization or the form of organization of any Loan Party’s identity Party (including as a result of any merger or corporate structure consolidation), or (iii) in the organizational identification number, if any, or, with respect to any Loan Party’s Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. Each of Level 3 The Parent and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent or the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 (i) a Financial Officer attaching a Perfection Schedule setting forth any changes, including all additions, in the information required pursuant to the Perfection Schedule (Aother than Sections 2-6 thereof) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of Perfection Schedule included in the Collateral Agreement on the Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section Section. (c) The Borrower (i) will furnish to the Collateral Agent and the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (ii) certifying will ensure that all Uniform Commercial Code financing statements the net proceeds of any such event (excluding fixture filingswhether in the form of insurance proceeds, condemnation awards or otherwise) or other appropriate filings, recordings or registrations, including all refilings, rerecordings are collected and reregistrations, containing a description applied in accordance with the applicable provisions of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Documents.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change in (i) in any Loan Party’s corporate name legal name, jurisdiction of organization, chief executive office or in any trade name used to identify it in the conduct principal place of its business or in the ownership of its propertiesbusiness, (ii) in any Loan Party’s identity or corporate structure form of organization or (iii) in any Loan Party’s Federal federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit No later than 10 Business Days after any change referred to in the preceding sentence unless all filings sentence, the Borrower shall confirm to the Collateral Agent (or arrangements therefor satisfactory to and, as and when available, provide any information reasonably requested by the Collateral Agent) that all filings have been made under the Uniform Commercial Code (or otherwise that the Borrower has provided to the Collateral Agent all information required or reasonably requested by the Collateral Agent in order for it to make such filings), and all other actions have been taken, that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and its chief legal officer of Level 3 (i) setting forth forth, with respect to each Loan Party, the information required pursuant to (A) Parts A-1 and A-2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate (or the Effective Date effective date of such Loan Proceeds Note Perfection Certificate, as the case may be, Party’s Security Agreement Supplement) or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (ai) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) in the legal name of any Loan Party’s corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party’s identity Party (including as a result of any merger or corporate structure consolidation), (C) the location of the chief executive office of any Loan Party or (iiiD) in any Loan Party’s the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at the time of delivery of the certificate pursuant to paragraph (c) of Section 5.01, Level 3 shall deliver to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to If (A) any material assets are acquired by any Loan Party after the Annual Perfection Certificate and Funding Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) until any Mortgaged Property is acquired by any Loan Party after the Funding Date, the Borrower will promptly notify the Administrative Agent thereof and will cause such time assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral Permit Condition is satisfied with respect and Guarantee Requirement, including, without limitation, to Level 3 LLCgrant and perfect such Lien, all at the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates expense of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection CertificateBorrower and, as in the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above A), all to the extent necessary required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to perfect and continue the perfection of contrary set forth in this Agreement or in any Collateral Document, the security interests under the applicable Security Documents for a period of Loan Parties shall not less than 18 months after the date of such certificate be required to obtain (except as noted therein 1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respect respects to any continuation statements to be filed within such period)Excluded Accounts.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity, jurisdiction of organization or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of Not effect any change (i) in any Loan Party’s corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or corporate structure or organizational structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of Level 3 organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Borrower agrees Administrative Agent not to effect or permit any change referred to less than ten (10) Business Days’ prior written notice (in the preceding sentence unless form of an Officers’ Certificate) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all filings (or arrangements therefor action reasonably satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for Administrative Agent and the Collateral Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected priority of the security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral is damaged or destroyed. (b) Each yearAgent, at the time of delivery upon request therefor, with certified Organizational Documents reflecting any of the certificate pursuant to paragraph (c) changes described in the preceding sentence. For the purposes of Section 5.01the Regulation, Level 3 shall deliver to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to no U.K. Guarantor shall change its centre of main interest (Aas that term is used in Article 3(1) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection CertificateRegulation) from England and Wales, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that all Uniform Commercial Code financing statements (excluding fixture filingsterm is used in Article 2(h) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein Regulation) in any jurisdiction other than Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have been filed an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of record main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in each United States governmentalany other jurisdiction, municipal or (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other appropriate office jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in each any other jurisdiction identified pursuant to clause and (iviii) above other than as provided in paragraph (ii) above, no Guarantor (to the extent necessary such Guarantor is subject to perfect and continue the perfection Regulation) shall have a centre of the security interests under the applicable Security Documents for a period main interest other than as situated in its jurisdiction of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)incorporation.

Information Regarding Collateral. (ai) Level 3 and the Borrower The Issuer will furnish to the Trustee and Collateral Agent prompt written notice of any change (iA) in the Issuer's or any Loan Party’s Pledgor and Guarantor's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of the Issuer's or any Loan Party’s identity Pledgor and Guarantor's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in the Issuer's or any Pledgor and Guarantor's identity, jurisdiction of incorporation, or corporate structure or (iiiD) in the Issuer's or any Loan Party’s Pledgor and Guarantor's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Issuer agrees not to effect or permit any change referred to in the preceding sentence unless all filings (have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the Borrower The Issuer also agrees promptly to notify the Collateral Agent and the Trustee if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at the time of delivery of an annual compliance certificate with respect to the certificate preceding fiscal year pursuant to paragraph part (ca) of this Section 5.015.03, Level 3 the Issuer shall deliver to the Collateral Agent certificates (with a copy to the Trustee) a certificate of an authorized officer a Financial Officer of Level 3 the Issuer (iA) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Issue Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (iiB) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (iA) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or type of organization or corporate structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or other organizational identification number or (v) in any Loan Party's jurisdiction of organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates of an authorized a certificate executed by a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that the Borrower has delivered to the Administrative Agent all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed for filing of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Parent Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Parent Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Agent prompt (with a copy to the Trustee) written notice of any change in its (i1) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii2) in any Loan Party’s identity jurisdiction of organization or corporate structure formation, (3) form of organization or (iii4) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory organizational identification number to the Collateral Agent) have been made extent such organizational identification number is necessary for the perfection of the Collateral. The Company agrees to make all filings, publications and registrations under the Uniform Commercial Code UCC or otherwise other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority (subject to Permitted Liens) security interest to the extent required under this Indenture in all the Collateral. Each of Level 3 Collateral for its own benefit and the Borrower also agrees promptly to notify the Collateral Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. (b) Each yearUpon qualification of this Indenture under the Trust Indenture Act, at the time Company will comply with the provisions of the Trust Indenture Act §314(b). Promptly after qualification of this Indenture under the Trust Indenture Act to the extent required by the Trust Indenture Act, the Company shall deliver the opinion(s) required by §314(b)(1) of the Trust Indenture Act. Subsequent to the execution and delivery of this Indenture, upon qualification of this Indenture under the certificate pursuant to paragraph (c) of Section 5.01Trust Indenture Act, Level 3 shall deliver to the Collateral Agent certificates extent required by the Trust Indenture Act, the Company shall furnish to the Trustee on or prior to each anniversary of the date hereof, an authorized officer Opinion of Level 3 Counsel, dated as of such date, stating either that (i) setting forth in the information required pursuant to (A) the Annual Perfection Certificate and (B) until opinion of such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLCcounsel, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there all action has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein taken with respect to any continuation statements filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the Liens on the Collateral in favor of the Holders or (ii) in the opinion of such counsel, that no such action is necessary to maintain such Liens. (c) (i) The Company will cause §313(b) of the Trust Indenture Act, relating to reports, and §314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be filed within pledged as collateral for the Notes, to be complied with, upon qualification of this Indenture under the Trust Indenture Act. Any certificate or opinion required by §314(d) of the Trust Indenture Act may be made by an Officer of the Company except in cases where §314(d) requires that such periodcertificate or opinion be made by an independent engineer, appraiser or other expert. Notwithstanding anything to the contrary in this Section 13.05(c), the Company will not be required to comply with all or any portion of §314(d) of the Trust Indenture Act if it determines, in good faith based on written advice of counsel, that under the terms of §314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of §314(d) is inapplicable, whereupon the Company shall provide to the Trustee and the Collateral Agent an Officer’s Certificate certifying that the Company reasonably believes, based on the written advice of counsel (a copy of which shall be attached thereto), that the Company is not required to comply with all or any portion of §314(d). Upon qualification of this Indenture under the Trust Indenture Act, the Company shall comply with the other applicable provisions of the Trust Indenture Act as they relate to the Collateral.

Information Regarding Collateral. (a) Level 3 Holdings and the Borrower will shall furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or legal name, as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiessuch Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party (including as a result of any merger or consolidation), (iii) in the form of organization of any Loan Party, (iv) in any Loan Party’s identity or corporate structure organizational identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party or (iiiv) in any other information relating to any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not Party that would require any steps to effect or permit any change referred be taken to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have maintain a valid, legal and perfected security interest in all the any Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of delivery of the certificate financial statements pursuant to paragraph (c) of Section 5.015.01(a), Level 3 Holdings and the Borrower shall deliver to the Collateral Administrative Agent certificates completed Supplemental Perfection Certificates, signed by a Financial Officer of an authorized officer of Level 3 either Holdings or the Borrower (i) setting forth the information required pursuant to (A) the Annual Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificates delivered pursuant to this Section (B) until such time as or, prior to the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Initial Funding Date) or confirming (ii) certifying that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of from the most recent certificates Supplemental Perfection Certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filingsor, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above prior to the extent necessary first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Initial Funding Date). Supplemental Perfection Certificates shall be delivered relating only to perfect the US Obligations Loan Parties (other than the Borrower and continue the perfection of the security interests under the applicable Security Documents Aluminerie Lauralco, Sàrl), Loan Parties organized in Canada and any other Loan Parties for a period of not less than 18 months after the date of which is it customary in such certificate (except as noted therein with respect Loan Parties’ respective jurisdictions to any continuation statements to be filed within such period)deliver Supplemental Perfection Certificates on an annual basis.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent and the Borrowing Base Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s jurisdiction of incorporation or organization, (iii) in any Loan Party’s identity or corporate structure form of organization or (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or other identification number assigned by such Loan Party’s jurisdiction of incorporation or formation. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Senior Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Agents if any material portion of the Senior Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates Agents a certificate of an authorized the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Second Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Senior Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Senior Subsidiary Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s identity 's jurisdiction of incorporation or corporate structure or organization, (iii) in any Loan Party’s 's form of organization or (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or other identification number assigned by such Loan Party's jurisdiction of incorporation or formation. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Senior Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Agents if any material portion of the Senior Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates Agents a certificate of an authorized the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Senior Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Senior Subsidiary Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of Not effect any change (i) in any Loan Party’s corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or corporate structure or organizational structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of Level 3 organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Borrower agrees Administrative Agent not to effect or permit any change referred to less than ten (10) Business Days’ prior written notice (in the preceding sentence unless form of an Officers’ Certificate) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all filings (or arrangements therefor action reasonably satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for Administrative Agent and the Collateral Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected priority of the security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral is damaged or destroyed. (b) Each yearAgent, at the time of delivery upon request therefor, with certified Organizational Documents reflecting any of the certificate pursuant to paragraph (c) changes described in the preceding sentence. For the purposes of Section 5.01the Regulation, Level 3 shall deliver to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to no U.K. Guarantor shall change its centre of main interest (Aas that term is used in Article 3(1) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection CertificateRegulation) from England and Wales, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that all Uniform Commercial Code financing statements (excluding fixture filingsterm is used in Article 2(h) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein Regulation) in any jurisdiction other than Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have been filed an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of record main interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in each United States governmentalany other jurisdiction, municipal or (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other appropriate office jurisdiction and (vii) other than as provided in each jurisdiction identified pursuant to clause paragraph (iii) above above, no Guarantor (to the extent necessary such Guarantor is subject to perfect and continue the perfection Regulation) shall have a centre of the security interests under the applicable Security Documents for a period main interest other than as situated in its jurisdiction of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)incorporation.

Information Regarding Collateral. Unless and until a Lien Release Event has occurred (aand a subsequent Ratings Trigger Event has not yet occurred): (i) Level 3 and the Borrower will furnish Furnish to the Collateral Agent prompt promptly (and in any event within fifteen (15) Business Days thereof (or such greater time as the Collateral Agent may agree)) written notice of any change in (iA) the legal name of the Company or any Guarantor, as set forth in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesOrganizational Documents, (iiB) in the jurisdiction of organization or the form of organization of the Company or any Loan Party’s identity Guarantor (including as a result of any merger or corporate structure consolidation), (C) the location of the chief executive office of the Company or any Guarantor or (iiiD) in any Loan Party’s the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of the Company or such Guarantor, in each case, only with respect to any Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Guarantor. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each Collateral affected thereby. (ii) If (A) any material assets (including Company Intellectual Property) are acquired by the Company or any Guarantor after the Closing Date (other than (x) assets constituting Collateral under the Collateral Documents that become subject to the Lien of Level 3 and the Borrower also agrees Collateral Documents upon the acquisition thereof or (y) Excluded Assets), (B) any Guarantor has executed a Guarantor Joinder Agreement as required by Section 5.01(g) or (C) any Mortgaged Property is acquired by the Company or any Guarantor after the Closing Date, the Company will promptly to notify the Collateral Agent if any material portion thereof and will cause such assets (including the assets of such new Guarantor) to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Company and, in the case of clauses (A) and (B), all to the extent required by the Collateral is damaged or destroyedDocuments. (biii) Each yearFollowing the first date after a Lien Release Event on which a Ratings Trigger Event has occurred, at the time Company will promptly, and in any event within 30 days (or, in the case of delivery of any Mortgaged Property, 90 days) or such longer period as the certificate pursuant Administrative Agent may reasonably agree, (i) execute and deliver, and cause each Guarantor to paragraph (c) of Section 5.01execute and deliver, Level 3 shall deliver to the Administrative Agent and the Collateral Agent security documents, in form and substance substantially similar to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant Documents in effect immediately prior to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered Lien Release Event, to the extent applicable, pursuant to this Section which the Company and each Guarantor shall grant to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a security interest in all property (and types of property including Company Intellectual Property) of such Person that constituted Collateral under the Collateral Documents as in effect immediately prior to such Lien Release Event and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) take, and cause the relevant Restricted Subsidiaries to take, such actions shall be necessary or other appropriate filings, recordings reasonably requested by the Administrative Agent or registrationsthe Collateral Agent to grant and perfect such Liens, including all refilings, rerecordings and reregistrations, containing a description actions taken in connection with the Liens granted on the Closing Date or Merger Date or actions of the Collateral required to be set forth therein have been filed of record type described in each United States governmentalSections 5.01(g), municipal or other appropriate office in each jurisdiction identified pursuant to clause (i5.01(i) above to and 5.01(h), all at the extent necessary to perfect and continue the perfection expense of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Company.

Information Regarding Collateral. (a) Level 3 and the Borrower Each Loan Party will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any such Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or (v) in any Loan Party's jurisdiction of organization. Each of Level 3 and the Borrower Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower Loan Party also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph clause (cb) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth any changes in the information required pursuant to Sections 1(a), 2 (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLCany locations where any material portion of the collateral or the books and records with respect thereto are located), 8, 12, 13, 14, 15, 16, 17 and 18 of the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information Certificate since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure structure, (iv) in any Loan Party’s jurisdiction of organization or (iiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory written notice has been delivered to the Collateral Agent) have been made , together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings (on behalf of itself and the other Loan Parties) shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Original Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower a. Except as disclosed on Schedule 5.13, no Loan Party will furnish to the Collateral Agent prompt written notice of effect any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) in any Loan Party’s identity or corporate structure or organizational structure, (iii) in any Loan Party’s Federal Taxpayer Identification Number. Each Number or organizational identification number, if any, or (iv) in any Loan Party’s jurisdiction of Level 3 organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Borrower agrees Administrative Agent not to effect or permit any change referred to less than ten days’ prior written notice (in the preceding sentence unless form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention to do so, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request, and (B) it shall have taken all filings (or arrangements therefor action reasonably satisfactory to the Collateral Agent) have been made under Agent to maintain the Uniform Commercial Code or otherwise that are required in order for perfection and priority of the security interest of the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest for the benefit of the Secured Parties in all the Collateral, if applicable. Each of Level 3 and the Borrower also Loan Party agrees to promptly to notify provide the Collateral Agent if with certified Organizational Documents reflecting any material portion of the Collateral is damaged or destroyedchanges described in the preceding sentence. (b) Each year, at b. Concurrently with the time of delivery of the certificate financial statements pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall deliver to the Administrative Agent and the Collateral Agent certificates of an authorized officer of Level 3 a Perfection Certificate Supplement (i) setting forth provided that in the case that there has been no change in the information provided or required pursuant to (A) be provided under the Annual Perfection Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement, then delivery of such Perfection Certificate Supplement shall not be required) and (B) until such time as a certificate of a Financial Officer of Borrower certifying that the Collateral Permit Condition is satisfied with respect Perfection Certificate Supplement sets forth any changes to Level 3 LLC, the Annual Loan Proceeds Note information provided or required to be provided under the Perfection Certificate, Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement or confirming that there has been no change in to such information since the dates date of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note latest Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Certificate Supplement.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent Fund Guarantors prompt written notice of any change (i) in any Loan Reimbursement Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Reimbursement Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Reimbursement Party's identity, jurisdiction of organization or corporate structure or (iiiiv) in any Loan Reimbursement Party’s 's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Fund Guarantors to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Fund Guarantors if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.015.01 of the Revolving Credit Agreement, Level 3 the Borrower shall deliver to the Collateral Agent certificates Fund Guarantors a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in the legal name of any of the Dex West Loan Party’s corporate name or Parties, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity jurisdiction of organization or corporate structure or of any of the Dex West Loan Parties and (iii) in any Loan Party’s the identity, Federal Taxpayer Identification NumberNumber or organization number of any of the Dex West Loan Parties, if any, assigned by the jurisdiction of its organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral of the Dex West Loan Parties for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion damage to or destruction of Collateral of the Collateral Dex West Loan Parties that is damaged or destroyeduninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) Borrower certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral and required pursuant to the Loan Documents to be set forth therein filed, have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish Furnish to the Collateral Administrative Agent prompt 15 days prior written notice (in the form of an officer’s certificate), clearly describing any change of the following changes (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains books or records relating to Collateral, (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and Borrowers agree to provide to the Borrower Administrative Agent such other information in connection with such changes as the Administrative Agent may reasonably request. Borrowers also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.01, Level 3 shall deliver to the Collateral Administrative Agent certificates of an authorized officer of Level 3 (i) a Perfection Certificate Supplement setting forth any changes to the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates recently delivered Perfection Certificate Supplement pursuant to this Section 5.12(b) and (ii) a certificate of a Financial Officer and the chief legal officer of the Loan Parties certifying that all Uniform Commercial Code financing statements UCC Financing Statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests and Liens under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change in (i) in any Loan Credit Party’s corporate name or in any trade name used to identify it in the conduct of its business or in any Credit Party’s chief executive office, its principal place of business, or any office or facility at which Collateral owned by it is located (including the ownership establishment of its propertiesany such new office or facility), (ii) in any Loan Credit Party’s identity or corporate structure or (iii) in any Loan Credit Party’s Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees will not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise and all other actions have been taken that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the The Borrower will also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 a Financial Officer (i) setting forth the information required pursuant to (A) Section A of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent Agents prompt written notice of any change (i) in the Borrower's or any Subsidiary Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of the Borrower's or any Subsidiary Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to the Collateral or any premises where any asset constituting Collateral is installed or situated (including the installation of any asset constituting Collateral at a location where Collateral has not previously been located), (iii) in the Borrower's or any Subsidiary Loan Party's identity or corporate structure or (iiiiv) in the Borrower's or any Subsidiary Loan Party’s 's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements for the certificate Borrower with respect to the preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates Agents a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate 's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or structure, (iv) in any Loan Party's jurisdiction of organization or (v) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory written notice has been delivered to the Collateral Agent) have been made , together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings (on behalf of itself and the other Loan Parties) shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name of the Borrower or any Subsidiary or in any trade name used to identify it any such Person in the conduct of its business or in the ownership of its properties, (ii) in the location of the chief executive office of the Borrower or any Loan Party’s Subsidiary, its principal place of business or any asset constituting Collateral (other than the installation of any asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Documents, (iii) in the identity or corporate structure of the Borrower or any Subsidiary or (iiiiv) in any Loan Party’s the Federal Taxpayer Identification NumberNumber of the Borrower or any Subsidiary. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements for the certificate Borrower with respect to the preceding fiscal year pursuant to paragraph clause (c) of Section 5.01, Level 3 shall the Borrower will and will cause each Subsidiary to deliver to the Collateral Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower or such Subsidiary (i) setting forth the information required pursuant to (A) Sections 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, Borrower or such Subsidiary or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Each year, at the time of delivery of annual financial statements for the Parent with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Parent will deliver to the Collateral Agent a certificate of a Financial Officer of the Parent (i) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate with respect to the Parent (and following the Partial Termination Date, only the information required pursuant to Sections 1 and 2(a), (b) and (c) of the Perfection Certificate of the Parent) or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in the Borrower's or any Loan Party’s Affiliated Equipment User's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of the Borrower's or any Loan Party’s Affiliated Equipment User's chief executive office, its principal place of business or any asset constituting Collateral (other than the installation of any asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Agreement (including, if applicable, the Borrower's ownership interest in any Collateral leased to or otherwise possessed by any Affiliated Equipment User), (iii) in the Borrower's or any Affiliated Equipment User's identity or corporate structure or (iiiiv) in the Borrower's or any Loan Party’s Affiliated Equipment User's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements for the certificate Parent with respect to the preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Parent or the Borrower (i) setting forth the information required pursuant to (A) Sections 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement (including the Borrower's ownership interest in any Collateral leased to or otherwise possessed by any Affiliated Equipment User) for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in the legal name of any of the Loan Party’s corporate name or Parties, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity jurisdiction of organization or corporate structure or of any of the Loan Parties and (iii) in any Loan Party’s the identity, Federal Taxpayer Identification NumberNumber or organization number of any of the Loan Parties, if any, assigned by the jurisdiction of its organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral of the Loan Parties for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion damage to or destruction of Collateral of the Collateral Loan Parties that is damaged or destroyeduninsured and has a fair market value exceeding $5,000,000 occurs. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) Borrower certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral and required pursuant to the Loan Documents to be set forth therein filed, have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 Furnish to the Administrative Agent and the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 shall deliver to the Administrative Agent and the Collateral Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual each Borrower and a Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or Supplement confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section 5.13(b) and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests and Liens under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). The Lenders acknowledge that the Borrower's disclosures prior to the Amendment Effective Date with respect to the matters set forth in this Section 5.03(b) have satisfied the requirements of this Section 5.03(b).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate 's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory written notice has been delivered to the Collateral Agent) have been made , together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings (on behalf of itself and the other Loan Parties) shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change in (i) in any Loan Party’s corporate name legal name, jurisdiction of organization, chief executive office or in any trade name used to identify it in the conduct principal place of its business or in the ownership of its propertiesbusiness, (ii) in any Loan Party’s identity or corporate structure form of organization or (iii) in any Loan Party’s Federal federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit No later than 10 Business Days after any change referred to in the preceding sentence unless all filings sentence, the Borrower shall confirm to the Collateral Agent (or arrangements therefor satisfactory to and, as and when available, provide any information reasonably requested by the Collateral Agent) that all filings have been made under the Uniform Commercial Code (or otherwise that the Borrower has provided to the Collateral Agent all information required or reasonably requested by the Collateral Agent in order for it to make such filings), and all other actions have been taken, that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and its chief legal officer of Level 3 (i) setting forth forth, with respect to each Loan Party, the information required pursuant to (A) Parts A-1 and A-2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Sixth ARCA Effective Date Perfection Certificate (or the Effective Date effective date of such Loan Proceeds Note Perfection Certificate, as the case may be, Party’s Security Agreement supplement) or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or 's legal name, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity 's jurisdiction of organization or corporate structure or and (iii) in any Loan Party’s 's identity, Federal Taxpayer Identification NumberNumber or organization number, if any, assigned by the jurisdiction of its organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are 77 required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion damage to or destruction of the Collateral that is damaged or destroyeduninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Each Loan Party will furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent thirty (30) days’ prior written notice and (ii) all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower Loan Party also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph clause (cb) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Sections 1, 2, 7, 8, 11, 12, 13, 14, 15, 16, 17 and 18 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change in (i) in any Loan Party’s corporate name legal name, jurisdiction of organization, chief executive office or in any trade name used to identify it in the conduct principal place of its business or in the ownership of its propertiesbusiness, (ii) in any Loan Party’s identity or corporate structure form of organization or (iii) in any Loan Party’s Federal federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit No later than 10 Business Days after any change referred to in the preceding sentence unless all filings sentence, the Borrower shall confirm to the Collateral Agent (or arrangements therefor satisfactory to and, as and when available, provide any information reasonably requested by the Collateral Agent) that all filings have been made under the Uniform Commercial Code (or otherwise that the Borrower has provided to the Collateral Agent all information required or reasonably requested by the Collateral Agent in order for it to make such filings), and all other actions have been taken, that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (ba) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and its chief legal officer of Level 3 (i) setting forth forth, with respect to each Loan Party, the information required pursuant to (A) Parts A-1 and A-2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate (or the Effective Date effective date of such Loan Proceeds Note Perfection Certificate, as the case may be, Party’s Security Agreement Supplement) or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Holdings will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s jurisdiction of formation, identity or corporate structure or (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the Borrower Holdings agrees not to effect or permit any change referred to in the preceding sentence unless all filings (have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the Borrower Holdings also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) All notices, reports and certificates required by this Section 5.03 may be delivered to the Administrative Agent via electronic means.

Information Regarding Collateral. (a) Level 3 and the The Borrower --------------------------------- will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 Catalytica and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of Not effect any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) in the location of any Loan Party’s chief executive office or registered office, as appropriate, (iii) in any Loan Party’s identity or corporate structure or organizational structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each , business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of Level 3 organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Borrower agrees Administrative Agents not to effect or permit any change referred to less than 30 days’ prior written notice (in the preceding sentence unless form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all filings (or arrangements therefor action reasonably satisfactory to the Collateral Agent) have been made under Agents to maintain the Uniform Commercial Code or otherwise that are required in order perfection and priority of the security interest of the applicable Collateral Agent for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest benefit of the applicable Secured Parties in all the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of Level 3 and the Borrower changes described in the preceding sentence. Each Loan Party also agrees to promptly to notify the Collateral Agent if Agents of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of the certificate financial statements pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall deliver to the Administrative Agents and the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Agents a Perfection Certificate Supplement and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates a certificate of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date a Responsible Officer of the most recent certificates delivered pursuant to this Section and (ii) Borrowers certifying that all Uniform Commercial Code UCC and PPSA financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests and Liens under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in the legal name of any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the identity or type of organization or corporate structure of any Loan Party’s identity or corporate structure or , (iii) in the Federal Taxpayer Identification Number or other identification number of any Loan Party’s Federal Taxpayer Identification Number, (iv) in the jurisdiction of organization of any Loan Party or (v) in the address set forth in the Uniform Commercial Code financing statement filed with respect to any Loan Party. Each of Level 3 Holdings and the Parent Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Parent Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Parent Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record (or delivered to the Administrative Agent for filing or recording) in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) At any time during a Release Period, the provisions of paragraphs (a) and (b) of this Section 5.03 shall not apply.

Information Regarding Collateral. (ai) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (iA) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s 's identity or corporate structure or (iiiD) in any Loan Party’s 's Federal Taxpayer Identification Number. Each of Level 3 ; (ii) Holdings and the Borrower agrees will not, and will not to permit any other Restricted Subsidiary to, effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 ; and (iii) Holdings and the Borrower also agrees will, and will cause each other Restricted Subsidiary to, promptly to notify the Collateral Administrative Agent if any material portion of the Collateral owned by it is damaged or destroyed. (b) Each year, at At the time of the delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (c) of Section 5.015.01(a), Level 3 the Borrower shall also deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer or the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, perfection certificate or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, perfection certificate most recently delivered or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above Section 5.12 to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower CCSC will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower CCSC agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower CCSC also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (cb) of Section 5.01, Level 3 CCSC shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 CCSC (i) setting forth the information required pursuant to (A) Sections 1, 2, 7, 8 and 9 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 Furnish to the Administrative Agent and the Borrower will furnish to the Collateral Agent prompt 30 days prior written notice (in the form of an officer’s certificate), clearly describing any change of the following changes (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Borrowers agree to provide to the Administrative Agent such other information in connection with such changes as the Administrative Agent and the Borrower Collateral Agent may reasonably request. Borrowers also agrees agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.01, Level 3 shall deliver to the Collateral Administrative Agent certificates of an authorized officer of Level 3 (i) a Perfection Certificate Supplement setting forth any changes to the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates recently delivered Perfection Certificate Supplement pursuant to this Section 5.13(b) and (ii) a certificate of a Financial Officer and the chief legal officer of the Loan Parties certifying that all Uniform Commercial Code financing statements UCC Financing Statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests and Liens under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in the legal name of any of the Dex East Loan Party’s corporate name or Parties, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity jurisdiction of organization or corporate structure or of any of the Dex East Loan Parties and (iii) in any Loan Party’s the identity, Federal Taxpayer Identification NumberNumber or organization number of any of the Dex East Loan Parties, if any, assigned by the jurisdiction of its organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral of the Dex East Loan Parties for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion damage to or destruction of Collateral of the Collateral Dex East Loan Parties that is damaged or destroyeduninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) Borrower certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral and required pursuant to the Loan Documents to be set forth therein filed, have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish or cause to be furnished to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in any Loan Credit Party’s corporate name or in any trade name used to identify it such Credit Party in the conduct of its business or in any Credit Party’s jurisdiction of organization, chief executive office, its principal place of business, or any office or facility at which Collateral owned by it is located (including the ownership establishment of its propertiesany such new office or facility), (ii) in any Loan Credit Party’s identity or corporate structure or other organizational structure, (iii) in any Loan Credit Party’s State Organizational Identification Number (or Charter Number) and (iv) any Credit Party’s Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees will not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise UCC and all other actions have been taken that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 The Borrower will also promptly notify the Administrative Agent and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.01‎Section 5.01(a)(i), Level 3 shall the Borrower will deliver to the Administrative Agent and the Collateral Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer (or other in-house counsel) of Level 3 the Borrower (i) setting forth the information required pursuant to (A) paragraphs 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, each Credit Party or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilingsre-filings, rerecordings re-recordings and reregistrationsre-registrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) If any Credit Party proposes to enter into a Permitted Supply Chain Financing, the Borrower will provide the Administrative Agent and the Collateral Agent written notice of such proposed entry (a “Permitted Supply Chain Notice”) at least five Business Days prior to entering into such Permitted Supply Chain Financing. Each Permitted Supply Chain Notice will (i) identify the Account Debtor whose accounts payable are subject to such Permitted Supply Chain Financing (the “Applicable Account Debtor”), (ii) attach the purchase agreement or other documentation relating to such Permitted Supply Chain Financing and (iii) attach an updated Borrowing Base Certificate treating all Receivables of the Applicable Account Debtor as Ineligible Receivables hereunder, and, thereafter (until delivery of the next Borrowing Base Certificate pursuant to Section 5.01(b)), the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing Base shall each be determined based upon such updated Borrowing Base Certificate unless the Borrower notifies the Collateral Agent that the applicable Permitted Supply Chain Financing will not be consummated or that the applicable Permitted Supply Chain Financing has been terminated. (d) If any Credit Party sells, transfers or otherwise disposes of any Collateral, (i) such Collateral shall thereafter be excluded from the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing Base and (ii) if the Collateral so sold, transferred or otherwise disposed of constitutes more than 10% of the Aggregate Borrowing Base at such time, the Borrower shall deliver to the Collateral Agent an updated Borrowing Base Certificate giving effect to such transaction. (e) If any of the Senior Notes are outstanding after the date that is 45 days prior to the stated maturity date of such Senior Notes, the Borrower shall furnish to the Administrative Agent and the Collateral Agent (i) on a bi-weekly basis, reports in form and scope reasonably satisfactory to the Administrative Agent detailing the current Liquidity and (ii) on each Business Day, an email setting forth Liquidity as of such Business Day.

Information Regarding Collateral. (a) Level 3 In the event that the Collateral and Guarantee Requirement has been satisfied, the Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the jurisdiction of incorporation or organization of any Loan Party’s identity or corporate structure Party or (iii) in any Loan Party’s Federal Taxpayer Identification Numberorganizational identification number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIn the event that the Collateral and Guarantee Requirement has been satisfied, at the time of delivery of the certificate financial statements pursuant to paragraph Section 5.01(a) or (c) of Section 5.01b), Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates of an authorized a certificate executed by a Financial Officer or chief legal officer of Level 3 Holdings (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as the case may be) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or 's legal name, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity 's jurisdiction of organization or corporate structure or and (iii) in any Loan Party’s 's identity, Federal Taxpayer Identification NumberNumber or organization number, if any, assigned by the jurisdiction of its organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion damage to or destruction of the Collateral that is damaged or destroyeduninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 Furnish to the Administrative Agent and the Borrower will furnish to the Collateral Agent prompt 30 days prior written notice (in the form of an Officer’s Certificate), clearly describing any change of the following changes (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Borrowers agree to provide to the Administrative Agent such other information in connection with such changes as the Administrative Agent and the Borrower Collateral Agent may reasonably request. Borrowers also agrees agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.01, Level 3 shall deliver to the Collateral Administrative Agent certificates of an authorized officer of Level 3 (i) a Perfection Certificate Supplement setting forth any changes to the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates recently delivered Perfection Certificate Supplement pursuant to this Section 5.13(b) and (ii) a certificate of a Financial Officer and the chief legal officer of the Loan Parties certifying that all Uniform Commercial Code financing statements UCC Financing Statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests and Liens under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and Holdings or the Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the jurisdiction of incorporation or organization of any Loan Party’s identity or corporate structure or , (iii) in any office in which any Loan Party maintains books or records relating to Collateral owned by it or (iv) in any Loan Party’s Federal Taxpayer 's Organizational Identification Number. Each of Level 3 Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Holdings and the Borrower also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings or the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings or the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Company (i) setting forth the information required pursuant to (A) Section 1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Agent Agent, with respect to the Company or any Guarantor, prompt written notice of any change in such Person’s (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in any Loan Party’s jurisdiction of organization or formation, (iii) identity or corporate structure or (iiiiv) in any Loan Party’s Federal Taxpayer Identification Numbertaxpayer identification number. Each of Level 3 and the Borrower agrees The Company will not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees The Company will promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of the certificate pursuant annual financial statements with respect to paragraph (c) of Section 5.01the preceding fiscal year, Level 3 the Company shall deliver to the Collateral Agent certificates a certificate of an authorized a financial officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as perfection certificate delivered to the Collateral Permit Condition is satisfied with respect to Level 3 LLC, Agent on the Annual Loan Proceeds Note Perfection Certificate, Issue Date or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate prior delivered perfection certificate. (c) Upon the receipt by the Company, Holdings or a Subsidiary Guarantor of the Net Available Cash attributable to a Sold Mortgaged Vessel or the Effective Date Loan Capital Stock of a Sold Vessel Owning Guarantor or of the Net Event of Loss Proceeds Note Perfection Certificateattributable to a Lost Mortgaged Vessel, (i) the Company shall notify the Collateral Agent of such receipt and (ii) such amounts shall be deposited with the Collateral Agent in the Cash Collateral Account and shall constitute Collateral pending application pursuant to Section 2.7(e). (d) Upon the receipt by Holdings or any of its Restricted Subsidiaries (including the Company) of (x) any refund or other payment upon termination of any Existing Newbuild Construction Contract or (y) any Net Event of Loss Proceeds from any Event of Loss, (i) the Company shall notify the Collateral Agent of such receipt; (ii) such amounts shall be paid in full directly to the Collateral Agent as Collateral and received by the Collateral Agent free of any Lien (other than the Lien of the Security Documents); and (iii) the Collateral Agent will deposit any such funds so received in the Cash Collateral Account for retention therein until disposition thereof in the manner specified in Section 4.11 of the Indenture. (e) Notwithstanding anything to the contrary set forth herein or in any Security Document, (i) subject to Section 4.19(a) of the Indenture, any cash received constituting (x) any refund guarantees received by the Company, Holdings or a Subsidiary Guarantor in respect of an Existing Option Construction Contract in respect of an Option Vessel upon termination of such Existing Option Construction Contract, (y) Net Available Cash from the sale of any Discontinued Vessel or (z) Net Available Cash from (after reserves for contingencies) the sale of any Option Vessel or the Capital Stock of any Unrestricted Subsidiary owning any Option Vessel, and (ii) subject to Section 4.08 of the Indenture, (x) any Existing Option Construction Contract with respect to any Option Vessel, and (y) any associated buyer-furnished equipment constituting any assets (other than Designated Collateral) bought and paid for by the Company or the Guarantors prior to the date of this Agreement in connection with such Existing Option Construction Contract (so long as the conditions specified in each of the provisos in clauses (7)(a) and (7)(b) of the second paragraph of Section 4.08 of the Indenture, as the case may be, or are satisfied), will not be Collateral and therefore, in the date case of clause (i), subject to Section 4.19(a) of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) Indenture, not deposited in the Cash Collateral Account or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description any similar collateral account in favor of the Collateral required to Agent, and, if so deposited, shall be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above immediately released to the extent necessary to perfect and continue Company or upon the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Company’s instructions.

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in any such Loan Party’s identity 's jurisdiction of organization or corporate structure chief executive office or in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Administrative Agent certificates a certificate signed on behalf of an authorized the Company by a Financial Officer and the chief legal officer of Level 3 the Company (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Such certificate shall be deemed not to be incorrect to the extent that, notwithstanding the Company's reasonable investigations and diligence, it contains any inaccuracies affecting immaterial portions of the Collateral that were not known to the Company on the date that such certificate is delivered to the Administrative Agent.

Information Regarding Collateral. (ai) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (iA) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s 's identity or corporate structure or (iiiD) in any Loan Party’s 's Federal Taxpayer Identification Number. Each of Level 3 ; (ii) Holdings and the Borrower agrees will not, and will not to permit any other Restricted Subsidiary to, effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at 81 all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 ; and (iii) Holdings and the Borrower also agrees will, and will cause each other Restricted Subsidiary to, promptly to notify the Collateral Administrative Agent if any material portion of the Collateral owned by it is damaged or destroyed. (b) Each year, at At the time of the delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (c) of Section 5.015.01(a), Level 3 the Borrower shall also deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer or the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, perfection certificate or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, perfection certificate most recently delivered or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above Section 5.12 to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and Holdings or the Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in any office in which any Loan Party maintains books or records relating to Collateral owned by it or (iv) in any Loan Party’s identity or corporate structure or (iii) in any Loan Party’s Federal Taxpayer Organizational Identification Number. Each of Level 3 Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Holdings and the Borrower also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Holdings or the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings or the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 Alamosa Delaware and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's jurisdiction of organization, identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Agent certificates Agents a certificate on behalf of an authorized the Company of a Financial Officer and the chief legal officer of Level 3 the Company (i) setting forth the information required pursuant to (A) Sections 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such periodperiod and except with respect to Collateral with respect to which perfection is not required by the terms of the Security Agreement).

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of Not effect any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or corporate structure or organizational structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number. Each organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of Level 3 and the Borrower agrees not to effect organization (in each case, including by merging with or permit into any change referred to other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in the preceding sentence any other jurisdiction), unless all filings (or arrangements therefor satisfactory to the Collateral Agent) filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest with the priority required by the Intercreditor Agreement (subject only to Permitted Liens having priority by operation of Applicable Law) in all the CollateralCollateral for its own benefit and the benefit of the Secured Parties. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of Level 3 and the Borrower changes described in the preceding sentence. Each Loan Party also agrees to promptly to notify the Collateral Agent if of any material portion change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (including the establishment of any such new office or facility). Prior to the Discharge of ABL Obligations and solely in the case of any Collateral is damaged or destroyedconstituting ABL Priority Collateral (which excludes, for the avoidance of doubt, the Canadian Pledge, the ▇▇▇▇▇▇▇▇ Collateral and all Real Property), the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. (b) Each yearDeliver to the Administrative Agent and the Collateral Agent, at promptly following reasonable request, such information reasonably deemed by the time of delivery of the certificate pursuant to paragraph (c) of Section 5.01, Level 3 shall deliver to Administrative Agent or the Collateral Agent certificates of an authorized officer of Level 3 necessary to obtain or maintain (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under provided in the applicable Security Documents for Document) a period of not less than 18 months valid, perfected Lien on all Collateral acquired after the date of such certificate (except as noted therein with respect Closing Date to any continuation statements to be filed within such period)the extent required under the Security Documents.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, any office in any jurisdiction that has not adopted Revised Article 9 of the Uniform Commercial Code in which it maintains books or corporate structure records relating to Collateral owned by it or at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or organization number, if any, assigned by the jurisdiction under the laws of which it is organized. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral in which a security interest can be perfected by filing. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 (i) the Borrower setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s identity 's jurisdiction of incorporation or corporate structure or organization, (iii) in any Loan Party’s 's form of organization or (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or other identification number assigned by such Loan Party's jurisdiction of incorporation or formation. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Senior Collateral (and, prior to the Borrowing Base Date, the Interim Collateral). Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Agents if any material portion of the Senior Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates Agents a certificate of an authorized the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Second Restatement Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Senior Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Senior Subsidiary Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt thirty days prior written notice of any change change: (ia) in any Loan Party’s 's corporate name or in any trade name used to identify it name, (b) in the conduct location of any Loan Party's chief executive office, its business principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than changes in location of collateral that is in transit to an office or facility of which the ownership of its propertiesAdministrative Agent already has notice, (iic) in any Loan Party’s identity 's identity, jurisdiction of organization or corporate structure or (iiid) in any Loan Party’s 's Federal Taxpayer Identification NumberNumber or state organizational number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower: (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement in such jurisdictions for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or 's legal name, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity 's jurisdiction of organization or corporate structure or and (iii) in any Loan Party’s 's identity, Federal Taxpayer Identification NumberNumber or organization number, if any, assigned by the jurisdiction of its organization. Each The Borrower also agrees promptly to provide to the Administrative Agent certified organizational documents reflecting any of Level 3 and the changes described in the preceding sentence. The Borrower agrees not to effect or permit any change referred to in the preceding sentence sentences unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Agent, for the benefit of the Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent Administrative Agent, for the benefit of the Lenders, if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph (c) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate on behalf of an authorized officer the Borrower of Level 3 (i) a Financial Officer setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates later of the date of the Perfection Certificate delivered on the Amendment Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and Section. (iic) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) After any Subsidiary Loan Party grants any Guarantee of any Obligation or other appropriate filingsgrants any Lien securing any Obligation, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above Borrower shall promptly provide to the extent necessary to perfect and continue Administrative Agent with all information reasonably requested by the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein Administrative Agent or any Lender with respect to the assets, liabilities or cash flows of each Subsidiary Loan Party granting any continuation statements to be filed within such period)Guarantee or Lien.

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, principal place of business or corporate structure jurisdiction of organization (including any such change resulting from any merger or consolidation involving such Loan Party), (iii) in any Loan Party’s 's identity or corporate structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or organizational identification number and (v) in the ownership of any Equity Interests pledged under the Guarantee and Collateral Agreement. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to until the Company has notified the Collateral Agent) have been made under Agent in writing of such change, and that prior to or promptly after any such change the Uniform Commercial Code or otherwise that are Company will take all such actions as may be required in order for that the Collateral Agent to shall continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearyear (commencing with the fiscal year ending June 30, 2003), at the time of delivery of the certificate annual financial statements pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Agent certificates Administrative Agent, for distribution to the Lenders a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Company dated as of a recent date and (i) setting forth information of the information required pursuant to (A) type set forth in the Annual Perfection Certificate and but as of the date of such certificate (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and Section), (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)) and (iii) certifying that the Collateral and Guarantee Requirement continues to be satisfied.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s the Borrower's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of the Borrower's chief executive office, its principal place of business, any Loan Party’s office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in the Borrower's identity or corporate structure or (iiiiv) in any Loan Party’s the Borrower's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Sections 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and The Parent or the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in the legal name of any Loan Party’s corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the jurisdiction of organization or the form of organization of any Loan Party’s identity Party (including as a result of any merger or corporate structure consolidation), or (iii) in the organizational identification number, if any, or, with respect to any Loan Party’s Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. Each of Level 3 The Parent and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent or the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 (i) a Financial Officer attaching a Perfection Schedule setting forth any changes, including all additions, in the information required pursuant to the Perfection Schedule (Aother than Sections 2-6 thereof) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of Perfection Schedule included in the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection CertificateCollateral Agreement on June 30, as the case may be2011, or the date of the most recent certificates certificate delivered pursuant to this Section Section. (c) The Borrower (i) will furnish to the Collateral Agent and the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (ii) certifying will ensure that all Uniform Commercial Code financing statements the net proceeds of any such event (excluding fixture filingswhether in the form of insurance proceeds, condemnation awards or otherwise) or other appropriate filings, recordings or registrations, including all refilings, rerecordings are collected and reregistrations, containing a description applied in accordance with the applicable provisions of the Security Documents. (d) This Section 5.10 shall not apply during any Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Release Period.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it (x) in the conduct of its business or (y) in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within any applicable statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Holdings will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in the corporate name of any Loan Party’s corporate name Party that executes any Security Document or in any trade name used to identify it such Loan Party in the conduct of its business or in the ownership of its properties, (ii) in the location of any such Loan Party’s identity 's chief executive office, such Loan Party's principal place of business, any office in which such Loan Party maintains books or corporate structure records relating to Collateral owned by it or, to the extent that such Collateral has an aggregate fair market value in excess of $10,000,000, any office or facility at 115 which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in the Federal Taxpayer Identification NumberNumber of any Loan Party that executes any Security Document. Each of Level 3 and the Borrower Holdings agrees not to effect or permit any change referred to in the preceding sentence unless all filings (filings, if any, have been made, or arrangements therefor satisfactory to the Collateral Agent) will have been made within the applicable statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the Borrower Holdings also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph (ca) of Section 5.01, Level 3 Holdings shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 Holdings (i) setting forth all changes in the information required pursuant to (A) set forth in Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information information, in either case since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section Section, and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record or have been delivered to the Administrative Agent for filing in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will -------------------------------- furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Closing Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Parent Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s the corporate name of the Parent Borrower or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesAdditional Grantor, (ii) in any Loan Party’s the identity or type of organization or corporate structure of the Parent Borrower or any Additional Grantor, (iii) in any Loan Party’s the Federal Taxpayer Identification NumberNumber or other identification number of the Parent Borrower or any Additional Grantor or (iv) in the jurisdiction of organization of the Parent Borrower or any Additional Grantor. Each of Level 3 Holdings and the Parent Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Parent Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Parent Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record (or delivered to the Administrative Agent for filing or recording) in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s identity 's jurisdiction of organization, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or other organizational number. Each of Level 3 Parent and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Parent and the Borrower also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Date Loan Proceeds Note Perfection CertificateDate, as the case may beif any, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will -------------------------------- furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 a Financial Officer (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Agent Administrative Agents prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, its "location" (as determined under Section 9-307 of Revised Article 9 of the UCC) any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any U.S. Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Agents to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Agent Administrative Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Agent certificates Administrative Agents a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Company (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or (v) any change in any Loan Party's jurisdiction of organization. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are would be required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral have been duly executed and delivered by the applicable Loan Party to the Agent. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of delivery of the certificate financial statements pursuant to paragraph clause (cd)(i)(x) or (y) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (iw) setting forth any change ("Perfection Certificate Change") in the information required contained in the Perfection Certificate delivered to the Agent on the Amendment and Restatement Effective Date or the date of the most recent certificate delivered pursuant to this paragraph (Ab) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and paragraph (iib) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required if a Security Event has not occurred on or prior to be set forth therein the date of such certificate, have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above delivered to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after Agent, (x) identifying all Subsidiaries existing on the date of such certificate and indicating, for each such Subsidiary, whether such Subsidiary is a Material Subsidiary and whether such Subsidiary was formed or acquired since the end of the previous fiscal quarter, and (except as noted therein with respect to y) identifying any continuation statements to be filed within transactions permitted under Section 5.02(b) that have been consummated since the end of the previous fiscal quarter, including the date on which such period)transaction was consummated and the consideration therefor.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer and the General Counsel of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Section 1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.015.04, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates a Financial Officer of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) Borrower certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, registrations containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect perfect, and continue an opinion of counsel (which may be rendered by the perfection chief legal officer of the Borrower) that such filings or recordings are sufficient to perfect, the security interests under the applicable Security Collateral Documents (other than in respect of Collateral as to which the sole method of perfection is possession) for a period of not less than 18 months after the date of such certificate and opinion (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Agent Agents prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in any such Loan Party’s identity 's jurisdiction of organization or corporate structure chief executive office or in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Agent certificates a certificate signed on behalf of an authorized the Company by a Financial Officer and the chief legal officer of Level 3 the Company (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Such certificate shall be deemed not to be incorrect to the extent that, notwithstanding the Company's reasonable investigations and diligence, it contains any inaccuracies affecting immaterial portions of the Collateral that were not known to the Company on the date that such certificate is delivered to the Collateral Agent.

Information Regarding Collateral. (a) Level 3 Holdings and the Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in any office in which any Loan Party maintains books or records relating to Collateral owned by it, or (iv) in any Loan Party’s identity or corporate structure or (iii) in any Loan Party’s Federal Taxpayer Identification Numberorganizational identification number. Each of Level 3 Holdings and the Borrower agrees also agree to promptly provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the preceding sentence. Holdings and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Administrative Agent, for the benefit of the Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or (as updated on the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, Delayed Draw Funding Date) or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule III to the Collateral Agreement all Intellectual Property (as defined in the Collateral Agreement) in existence on the date thereof and then not listed on such Schedule or previously so identified.

Information Regarding Collateral. (a) Level 3 and the Borrower The Parent will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity, corporate structure or jurisdiction of incorporation or formation or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Parent agrees not to effect or permit any change referred to in the preceding sentence unless it shall have given the Collateral Agent 10 days notice of such change and shall promptly make all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Parent also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Agent certificates a certificate of an authorized a Financial Officer and a legal officer of Level 3 the Parent or the Borrower (i) setting forth and changes in or additions or modifications to the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective 87 82 Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower will The Issuer shall furnish to the Collateral Agent Agent, with respect to the Issuer or any Guarantor, prompt written notice of any change in such Person’s (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) in any Loan Party’s chief executive office, principal place of business or mailing address, (iii) identity or corporate structure structure, (iv) jurisdiction of organization or formation, or (iiiiv) in any Loan Party’s Federal Taxpayer Identification Number, if any. Each of Level 3 The Issuer and the Borrower agrees Guarantors agree not to effect or permit any change referred to in the preceding sentence unless all filings (have been made or arrangements therefor satisfactory will have been made, and deliver to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise Agent an Opinion of Counsel stating that are required in order for the Collateral Agent to will continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral with the priority required by the Intercreditor Agreement. Each of Level 3 and the Borrower The Issuer also agrees promptly to notify the Collateral Agent in writing if any material portion of the Collateral is lost, damaged or destroyed. (b) . The Issuer and the Guarantors shall be required to take perfection steps to secure the Notes, the Guarantees and any Permitted Additional Parity Debt with respect to Vehicles to the extent pledged to secure the First Lien Obligations. Each year, at the time of delivery of the certificate pursuant annual financial statements with respect to paragraph (c) of Section 5.01the preceding fiscal year, Level 3 the Issuer shall deliver to the Trustee and the Collateral Agent certificates a certificate of an authorized a financial officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as perfection certificate required by the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, Indenture or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates prior-delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)certificate.

Information Regarding Collateral. (a) Level 3 and the Borrower The Company will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower The Company also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Company shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Agreement, the Pledge Agreement and the Mortgages for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). For purposes of the foregoing certificate, the Company may assume that all filings, recordings and registrations that it has delivered to the Collateral Agent have been properly filed with the proper Persons.

Information Regarding Collateral. (a) Level 3 and the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in any Loan Party’s identity or corporate structure or (iii) in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.. 100 (b) Each year, at the time of delivery of the certificate pursuant to paragraph (c) of Section 5.01, Level 3 shall deliver to the Collateral Agent certificates of an authorized officer of Level 3 (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Each Loan Party will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or structure, (iiiiv) in any Loan Party’s Federal Taxpayer Identification NumberNumber or (v) in any Loan Party’s jurisdiction of organization. Each of Level 3 and the Borrower Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the relevant Collateral. Each of Level 3 and the Borrower Loan Party also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph clause (cb) of Section 5.01, Level 3 each Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer of Level 3 each Borrower (i) setting forth the information required pursuant to (A) Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change in (i) in any Loan Partythe Borrower’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership Borrower’s chief executive office, its principal place of its propertiesbusiness, or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (ii) in any Loan Partythe Borrower’s identity or corporate structure or structure, (iii) in any Loan Partythe Borrower’s State Organizational Identification Number (or Charter Number) and (iv) the Borrower’s Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees will not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise and all other actions have been taken that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the The Borrower will also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a)(i), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer (or other in-house counsel) of Level 3 the Borrower (i) setting forth the information required pursuant to (A) Sections A.1, A.2 and B.1 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) The Borrower will furnish to the Administrative Agent, the Collateral Agent and the Co-Collateral Agent prompt written notice of the occurrence of any “Termination Event” (as defined in the Effective Date Receivables Financing). From and after the occurrence of any such Termination Event, the Borrower shall furnish to the Administrative Agent and the Collateral Agent a daily written report reflecting then current amortization of the Effective Date Receivables Financing. On any date when the Effective Date Receivables Financing shall have terminated and the payment of all obligations owing by the Borrower and its Subsidiaries in respect thereof shall have been paid in full, the Borrower shall provide prompt written notice thereof to the Administrative Agent, the Collateral Agent and the Co-Collateral Agent. (d) Upon the request of any Lender, the Borrower will furnish to the Collateral Agent copies of any servicer reports that have been furnished to JPMorgan Chase Bank or The Bank of Nova Scotia, in their respective capacities as agents, under the Effective Date Receivables Financing.

Information Regarding Collateral. (a) Level 3 and The Parent or the Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in the legal name of any Loan Party’s corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the jurisdiction of organization or the form of organization of any Loan Party’s identity Party (including as a result of any merger or corporate structure consolidation), or (iii) in the organizational identification number, if any, or, with respect to any Loan Party’s Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. Each of Level 3 The Parent and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Parent or the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer of Level 3 (i) a Financial Officer attaching a Perfection Schedule setting forth any changes, including all additions, in the information required pursuant to the Perfection Schedule (Aother than Sections 2-6 thereof) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates of Perfection Schedule included in the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection CertificateCollateral Agreement on September 13, as the case may be2013, or the date of the most recent certificates certificate delivered pursuant to this Section Section. (c) The Borrower (i) will furnish to the Collateral Agent and the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (ii) certifying will ensure that all Uniform Commercial Code financing statements the net proceeds of any such event (excluding fixture filingswhether in the form of insurance proceeds, condemnation awards or otherwise) or other appropriate filings, recordings or registrations, including all refilings, rerecordings are collected and reregistrations, containing a description applied in accordance with the applicable provisions of the Security Documents. (d) This Section 5.10 shall not apply during any Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Release Period.

Information Regarding Collateral. (a) Level 3 Parent and the Borrower Borrowers will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or (iiiiv) to the extent applicable, in any Loan Party’s Federal Taxpayer Identification Number. Each of Level 3 Parent and the Borrower agrees not Borrowers agree to make or cause to be made or otherwise effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 Parent and the Borrower Borrowers also agrees agree promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 Parent and the Borrowers shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer and the general counsel of Level 3 Parent (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that that, to the best knowledge of such Financial Officer and general counsel, all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Domestic Collateral Agreement all Intellectual Property (as defined in the Security Documents) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Agent prompt written notice of any change in (i) in any Loan Party’s corporate name legal name, jurisdiction of organization, chief executive office or in any trade name used to identify it in the conduct principal place of its business or in the ownership of its propertiesbusiness, (ii) in any Loan Party’s identity or corporate structure form of organization or (iii) in any Loan Party’s Federal federal Taxpayer Identification Number. Each of Level 3 and the Borrower agrees not to effect or permit No later than 10 Business Days after any change referred to in the preceding sentence unless all filings sentence, the Borrower shall confirm to the Collateral Agent (or arrangements therefor satisfactory to and, as and when available, provide any information reasonably requested by the Collateral Agent) that all filings have been made under the Uniform Commercial Code (or otherwise that the Borrower has provided to the Collateral Agent all information required or reasonably requested by the Collateral Agent in order for it to make such filings), and all other actions have been taken, that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a), Level 3 shall the Borrower will deliver to the Collateral Administrative Agent certificates a certificate of an authorized a Financial Officer and its chief legal officer of Level 3 (i) setting forth forth, with respect to each Loan Party, the information required pursuant to (A) Parts A-1 and A-2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate delivered on the date hereof (or the Effective Date effective date of such Loan Proceeds Note Perfection Certificate, as the case may be, Party’s Security Agreement supplement) or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the Borrower Borrowers will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 and the Borrower Borrowers agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the Borrower Borrowers also agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 shall deliver to the Collateral Agent certificates a certificate of an authorized officer a Financial Officer and the general counsel or assistant general counsel of Level 3 (i) setting forth the information required pursuant to (A) Section 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Effective Date Perfection Certificate or delivered on the Effective Amendment Effectiveness Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s identity 's chief executive office, its principal place of business, any office in which it maintains books or corporate structure records relating to Collateral owned by it or any office or facility at which Collateral owned by it with an aggregate book value in excess of $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of Level 3 Holdings and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding fiscal year pursuant to paragraph clause (ca) of Section 5.01, Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate of an authorized officer a Financial Officer of Level 3 the Borrower (i) setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section and (ii5.03(b) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) shall identify in the format of Schedule II, III, IV or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description V of the Collateral required to be set forth therein have been filed Security Agreement, all registered Intellectual Property of record any Loan Party in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after existence on the date of thereof and not then listed on such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Schedules or previously so identified.

Information Regarding Collateral. (a) Level 3 and the The Borrower will furnish or cause to be furnished to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in any Loan Credit Party’s corporate name or in any trade name used to identify it such Credit Party in the conduct of its business or in any Credit Party’s jurisdiction of organization, chief executive office, its principal place of business, or any office or facility at which Collateral owned by it is located (including the ownership establishment of its propertiesany such new office or facility), (ii) in any Loan Credit Party’s identity or corporate structure or other organizational structure, (iii) in any Loan Credit Party’s State Organizational Identification Number (or Charter Number) and (iv) any Credit Party’s Federal Taxpayer Identification Number. Each of Level 3 and the The Borrower agrees will not to effect or permit any change referred to in the preceding sentence unless all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise UCC and all other actions have been taken that are required in order for the Collateral Agent to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. Each of Level 3 The Borrower will also promptly notify the Administrative Agent and the Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year are delivered pursuant to paragraph (c) of Section 5.015.01(a)(i), Level 3 shall the Borrower will deliver to the Administrative Agent and the Collateral Agent certificates a certificate of an authorized a Financial Officer and the chief legal officer (or other in-house counsel) of Level 3 the Borrower (i) setting forth the information required pursuant to (A) paragraphs 1 and 2 of the Annual Perfection Certificate and (B) until such time as the Collateral Permit Condition is satisfied with respect to Level 3 LLC, the Annual Loan Proceeds Note Perfection Certificate, each Credit Party or confirming that there has been no change in such information since the dates date of the Perfection Certificate delivered on the Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code UCC financing statements (excluding including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilingsre-filings, rerecordings re-recordings and reregistrationsre-registrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect and continue the perfection of the security interests under the applicable Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) If any Credit Party proposes to enter into a Permitted Supply Chain Financing, the Borrower will provide the Administrative Agent and the Collateral Agent written notice of such proposed entry (a “Permitted Supply Chain Notice”) at least five Business Days prior to entering into such Permitted Supply Chain Financing. Each Permitted Supply Chain Notice will (i) identify the Account Debtor whose accounts payable are subject to such Permitted Supply Chain Financing (the “Applicable Account Debtor”), (ii) attach the purchase agreement or other documentation relating to such Permitted Supply Chain Financing and (iii) attach an updated Borrowing Base Certificate treating all Receivables of the Applicable Account Debtor as Ineligible Receivables hereunder, and, thereafter (until delivery of the next Borrowing Base Certificate pursuant to Section 5.01(b)), the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing Base shall each be determined based upon such updated Borrowing Base Certificate unless the Borrower notifies the Collateral Agent that the applicable Permitted Supply Chain Financing will not be consummated or that the applicable Permitted Supply Chain Financing has been terminated. (d) If any Credit Party sells, transfers or otherwise disposes of any Collateral, (i) such Collateral shall thereafter be excluded from the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing Base and (ii) if the Collateral so sold, transferred or otherwise disposed of constitutes more than 10% of the Aggregate Borrowing Base at such time, the Borrower shall deliver to the Collateral Agent an updated Borrowing Base Certificate giving effect to such transaction. (e) If any of the Senior Notes are outstanding after the date that is 45 days prior to the stated maturity date of such Senior Notes, the Borrower shall furnish to the Administrative Agent and the Collateral Agent (i) on a bi-weekly basis, reports in form and scope reasonably satisfactory to the Administrative Agent detailing the current Liquidity and (ii) on each Business Day, an email setting forth Liquidity as of such Business Day.

Information Regarding Collateral. (a%3) Level 3 and the The Borrower will furnish to the Collateral Administrative Agent prompt written notice of following any change (i) in any Loan Party’s corporate name or legal name, as reflected in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganization documents, (ii) in any Loan Party’s identity jurisdiction of organization or corporate structure or and (iii) in any Loan Party’s identity, Federal Taxpayer Identification NumberNumber or organization number, if any, assigned by the jurisdiction of its organization. Each The Borrower also agrees promptly to provide to the Administrative Agent certified organizational documents reflecting any of Level 3 and the changes described in the preceding sentence. The Borrower agrees not to effect or permit any change referred to in the preceding sentence sentences unless within 10 days after such change all filings (or arrangements therefor satisfactory to the Collateral Agent) have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Agent, for the benefit of the Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral to the extent required by the Security Documents. Each of Level 3 and the The Borrower also agrees promptly to notify the Collateral Agent if Administrative Agent, for the benefit of the Lenders, after becoming aware that any material portion of the Collateral is damaged or destroyed. (ba) Each year, at the time of delivery of annual financial statements with respect to the certificate preceding Fiscal Year pursuant to paragraph (c) of Section 5.015.01(a), Level 3 the Borrower shall deliver to the Collateral Administrative Agent certificates a certificate on behalf of an authorized officer the Borrower of Level 3 (i) a Financial Officer setting forth the information required pursuant to (A) the Annual Perfection Certificate and (B) until such time other than that information required in item 4 of the Perfection Certificate as of the Collateral Permit Condition is satisfied with respect to Level 3 LLC, Amendment Effective Date or in item 10 of the Annual Loan Proceeds Note Perfection Certificate, ) or confirming that there has been no change in such information since the dates later of the date of the Perfection Certificate delivered on the Amendment Effective Date Perfection Certificate or the Effective Date Loan Proceeds Note Perfection Certificate, as the case may be, or the date of the most recent certificates certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (excluding fixture filings) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral required to be set forth therein have been filed of record in each United States governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to perfect and continue the perfection of the security interests under the applicable Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.