Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Level 3 and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (b) of the first sentence of Section 6.10 (collectively, the “Suspended Covenants”). In the event that Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Loan below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Level 3 and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 6.03 will be made as though Section 6.03 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During Notwithstanding anything in this Agreement to the contrary, during any period of time when (a “Suspension Period”) that (ix) the ratings assigned to all Tranche A Term LoansBorrower (or its successor) satisfies the Ratings Condition and is rated by two Rating Agencies, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both of the or from any two or three Rating Agencies are Investment Grade Ratings in the event the Borrower is rated by three Rating Agencies and (iiy) no Default or Event of Default has occurred and is continuingcontinuing (such event, Level 3 a “Covenant Suspension Event”), Holdings, the Borrower and the Restricted Subsidiaries will not be subject required to comply with the terms of Section 6.01, the Permitted Receivables Financing Cap, Section 6.04, Section 6.06, Section 6.07. Section 6.08 and Section 6.09 (the covenants in such Sections, the “Suspension Covenants”); provided that (x) for purposes of compliance with Section 6.02, if Section 6.02 references any portion of Section 6.01, such limitation or restriction included in Section 6.01 will continue to apply under Section 6.02 as if Section 6.01 was in effect and any failure to comply with such limitations or restrictions shall be a default under Section 7.01(d) and (y) the 75% cash consideration requirement set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 (other than Section 6.05(k) shall be calculated on an aggregate basis with respect to all Dispositions made under such covenant from and after the first two sentences thereof), 6.09, 6.13(a)(3) Effective Date and (4), 6.13(c)(3) and (4) and clause (b) of until the first sentence of Section 6.10 (collectively, the “Suspended Covenants”)Reversion Date. In the event that Level 3 Holdings, the Borrower and the Restricted Subsidiaries are not subject required to comply with the Suspended Suspension Covenants for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), one or both of ) the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Loan below the required Investment Grade Ratings or a Default or Event of Default occurs and Condition is continuingnot satisfied, then Level 3 Holdings, the Borrower and the Restricted Subsidiaries will thereafter again be subject required to comply with the Suspension Covenants with respect to any future events or transactions. Notwithstanding that the Suspension Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under any Loan Document with respect to the Suspended Suspension Covenants and calculations none of Holdings, the Borrower and the Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, as a result of a failure to comply with the Suspension Covenants during the Suspension Period (or upon termination of the amount available Suspension Period or after that time based solely on events that occurred during the Suspension Period). It is understood and agreed that (a) with respect to be made as Restricted Payments under Section 6.03 or payments of Junior Financing made on or after the Reversion Date, the amount of Restricted Payments and Junior Financing made will be made calculated as though the covenant in Section 6.03 6.08(a) or Section 6.08(b) had been in effect prior to, but not during the entire period of time from the Measurement Date. On the Reversion DateSuspension Period, (b) all Indebtedness Incurred incurred or issued during the Suspension Period will be classified to have been Incurred incurred or issued pursuant to paragraph Section 6.01(a)(ii), (ac) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary all Investments completed during the Suspension Period would will be classified to have been incurred or issued pursuant to Section 6.04(f), (d) any transaction prohibited or conditioned upon such Restricted Subsidiary entering pursuant to Section 6.07 entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be reset permitted pursuant to zeroclause (a)(i) of Section 6.07 and (e) any transaction with an Affiliate entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (viii) of Section 6.09. Notwithstanding No subsidiary may be designated as an Unrestricted Subsidiary during the foregoingcontinuance of a Covenant Suspension Event, neither (a) unless such designation would have complied with Section 6.04 of this Agreement as if such Section 6.04 would have been in effect for the continued existence, after purposes of designating Unrestricted Subsidiaries from the Effective Date to the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agenciesdesignation.

Covenant Suspension. During (a) If at any period of time (a “Suspension Period”) that from and after the Escrow Assumption (i) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (ii) no Default or Event of Default has occurred and is continuing, Level 3 and (iii) the Issuers have delivered to the Trustee an Officer’s Certificate certifying to the foregoing subclauses (i) and (ii), ARP and its Restricted Subsidiaries will not be subject to the covenants set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 provisions of Section 4.08 (other than the first two sentences thereofprovisions set forth in Section 4.08(d) permitting a Restricted Subsidiary to be designated as an Unrestricted Subsidiary), 6.09Sections 4.07, 6.13(a)(34.09, 4.11, 4.12, 4.15 and 5.01(a)(iii) and (4), 6.13(c)(3) and (4) and clause (b) of the first sentence of Section 6.10 (collectively, the “Suspended Covenants”). In ; provided, however, ARP and its Restricted Subsidiaries will remain subject to the event provisions of Sections 4.06, 4.10, 4.13, 4.18 and 5.01 (other than clause (a)(iii) thereof) of this Indenture and provided, further, that Level 3 if ARP and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding portion of this sentence and, on any subsequent date (the “Reversion Date”)subsequently, one either S&P or both of the Rating Agencies Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, or a Default or Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then Level 3 ARP and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). (b) Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms set forth in Section 4.08 as though Section 6.03 such covenant had been in effect during the entire period of time from which the Measurement Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that Notes are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunderissued; provided, however, that (1) Level 3 all Restricted Payments made, Indebtedness incurred and its Restricted Subsidiaries did other actions effected during any period in which covenants are suspended will not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating AgenciesDefault under this Indenture on any Reinstatement Date.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loansthe Notes by either S&P or Moody’s xx xx Xnvestment Grade Rating, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both of the Rating Agencies are Investment Grade Ratings and (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.18 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 4.16, clauses (other than the first two sentences thereof), 6.09, 6.13(a)(31)(a) and (4)3) of Section 4.17, 6.13(c)(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 6.10 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Moody’s, xxx Xxmpany and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (a “Suspension Period”) that that: (i) the ratings assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Level 3 Holdings and the its Restricted Subsidiaries will not be subject to the covenants set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (b) following provisions of the first sentence of Section 6.10 this Indenture (collectively, the “Suspended Covenants”), and during a Suspension Period, neither Holdings nor the Issuer may designate any of its Subsidiaries as Unrestricted Subsidiaries unless Holdings or the Issuer, as the case may be, could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended : (a) Section 4.5; (b) Section 4.7; (c) Section 4.8; (d) Section 4.9; (e) clause (iii) of the first paragraph of Section 5.1; (f) Section 4.11; (g) Section 4.10; (h) Section 4.17; and (i) Section 4.19. In the event that Level 3 Holdings and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the preceding sentence Suspension Period and, on any subsequent date subsequently, (the “Reversion Date”), x) either one or both of the Rating Agencies withdraws its ratings rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) Holdings or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loan Notes below the required an Investment Grade Ratings Rating (such date of withdrawal or downgrade in clause (x) or (y), a Default or Event of Default occurs and is continuing“Reinstatement Date”), then Level 3 Holdings and the its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events for the benefit of the Notes. On the Reinstatement Date, all Debt Incurred, or Redeemable Capital Interests or Preferred Interests issued, during a Suspension Period will be (i) classified as having been Incurred or issued pursuant to the first paragraph of Section 4.9 or one of the clauses set forth in the defi- nition of “Permitted Debt” (to the extent such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) would be permitted to be Incurred thereunder as of the Reinstatement Date and calculations after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and (ii) subject to Section 4.9 and Section 4.17. To the extent such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) would not be so permitted to be Incurred pursuant to Section 4.9, such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (d) of the definition of “Permitted Debt.” To the extent Debt or Guarantees were Incurred prior to or during a Suspension Period, Holdings and its Restricted Subsidiaries shall on the Reinstatement Date comply with Section 4.17. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 6.03 4.7 will be made as though Section 6.03 such covenant had been in effect during the entire period of time from the Measurement DateIssue Date and throughout the Suspension Period. On the Reversion DateAccordingly, all Indebtedness Incurred Restricted Payments made during the Suspension Period will reduce the amount available to be classified to have been Incurred pursuant to made as Restricted Payments under the first paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case 4.7 to the extent such Indebtedness would provided therein. Notwithstanding that the Suspended Covenants may be permitted to be Incurred thereunder as reinstated, no Default or Event of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness Default will be deemed to have been outstanding on the Measurement Date, so that it is classified occurred as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence a result of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior failure to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance comply with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence Suspended Covenants during a Suspension Period nor (b) or on the performance of any such obligations, shall constitute Reinstatement Date or after a breach of any covenant set forth in Suspension Period based solely on events that occurred during the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating AgenciesSuspension Period).

Covenant Suspension. During If on any period of time date (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, Level 3 then beginning on such date the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 (other than the first two sentences thereof)4.16, 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 6.10 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, that the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (of its Subsidiaries as Unrestricted Subsidiaries pursuant to the “Reversion Date”)definition of Unrestricted Subsidiary. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Level 3 the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 as though Section 6.03 such covenants had been in effect during the entire period of time from which the Measurement Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that Notes are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agenciesissued.

Covenant Suspension. During any period of time (a “Suspension Period”) that that: (i) the ratings assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Level 3 Holdings and the its Restricted Subsidiaries will not be subject to the covenants set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (b) following provisions of the first sentence of Section 6.10 this Indenture (collectively, the “Suspended Covenants”), and during a Suspension Period, neither Holdings nor the Issuer may designate any of its Subsidiaries as Unrestricted Subsidiaries unless Holdings or the Issuer, as the case may be, could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended : (a) Section 4.5; (b) Section 4.7; (c) Section 4.8; (d) Section 4.9; (e) clause (iii) of the first paragraph of Section 5.1; (f) Section 4.11; (g) Section 4.10; (h) Section 4.17; and (i) Section 4.19. In the event that Level 3 Holdings and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the preceding sentence Suspension Period and, on any subsequent date subsequently, (the “Reversion Date”), x) either one or both of the Rating Agencies withdraws its ratings rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) Holdings or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loan Notes below the required an Investment Grade Ratings Rating (such date of withdrawal or downgrade in clause (x) or (y), a Default or Event of Default occurs and is continuing“Reinstatement Date”), then Level 3 Holdings and the its Restricted Subsidiaries will thereafter after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events for the benefit of the Notes. On the Reinstatement Date, all Debt incurred, or Redeemable Capital Interests or Preferred Interests issued, during a Suspension Period will be (i) classified as having been Incurred or issued pursuant to the first paragraph of Section 4.9 or one of the clauses set forth in the definition of “Permitted Debt” (to the extent such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) would be permitted to be Incurred thereunder as of the Reinstatement Date and calculations after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and (ii) subject to Section 4.9 and Section 4.17. To the extent such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) would not be so permitted to be Incurred pursuant to Section 4.9, such Debt (including Debt arising by virtue of the issuance of Redeemable Capital Interests or Preferred Interests) will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (d) of the definition of “Permitted Debt.” To the extent Debt or Guarantees were incurred prior to or during a Suspension Period, Holdings and its Restricted Subsidiaries shall on the Reinstatement Date comply with Section 4.17. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 6.03 4.7 will be made as though Section 6.03 such covenant had been in effect during the entire period of time from the Measurement DateIssue Date and throughout the Suspension Period. On the Reversion DateAccordingly, all Indebtedness Incurred Restricted Payments made during the Suspension Period will reduce the amount available to be classified to have been Incurred pursuant to made as Restricted Payments under the first paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case 4.7 to the extent such Indebtedness would provided therein. Notwithstanding that the Suspended Covenants may be permitted to be Incurred thereunder as reinstated, no Default or Event of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness Default will be deemed to have been outstanding on the Measurement Date, so that it is classified occurred as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence a result of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior failure to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance comply with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence Suspended Covenants during a Suspension Period nor (b) or on the performance of any such obligations, shall constitute Reinstatement Date or after a breach of any covenant set forth in Suspension Period based solely on events that occurred during the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating AgenciesSuspension Period).

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.18 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 (other than the first two sentences thereof)4.16, 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (bd) of the first sentence paragraph of Section 6.10 5.01 of this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Xxxxx’x, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During (a) If on any period of time date following the Issue Date: (a “Suspension Period”) that (i1) the ratings assigned Notes are rated Baa3 or above by Mxxxx’x and BBB- or above by S&P (or, if either such entity ceases to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both rate the Notes for reasons outside of the Rating Agencies are control of Financeco, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Financeco as a replacement agency) (an “Investment Grade Ratings and Rating”); and (ii2) no Default or Event of Default has shall have occurred and is continuing, Level 3 and the Restricted Subsidiaries will be continuing (other than a Default or an Event of Default which would not be subject continuing if the Covenant Suspension Period were in effect); (the occurrence and continuation of the foregoing events being collectively referred to as the “Covenant Suspension Period”), then, upon the request of Financeco to the covenants Trustee, beginning on the day of such request and continuing only so long as the factors set forth in Sections 6.01, 6.02, 6.03, 6.04, 6.06(i)(a), 6.07, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(31) and (4)2) above are satisfied, 6.13(c)(3) and the following Sections (4) and clause (b) of the first sentence of Section 6.10 (collectively, the “Suspended Covenants”). In the event that Level 3 and the Restricted Subsidiaries are not subject ) shall no longer be applicable to the Suspended Covenants for any period of time as Note and shall be suspended during a result of the preceding sentence andCovenant Suspension Period: Sections 4.7, on any subsequent date (the “Reversion Date”4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16(1), one 4.16(3) and 5.1(b)(4). (b) If during any Covenant Suspension Period, either Mxxxx’x or both of the Rating Agencies S&P withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Mxxxx’x and S&P, or a Default or Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then Level 3 Solectron and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.9 as though Section 6.03 such covenants had been in effect during the entire period of time from which the Measurement Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph Notes are issued. (ac) of Notwithstanding Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date4.23(a). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified long as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such IncurrenceNotes are outstanding, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence including during a Covenant Suspension Period nor (b) the performance of any such obligationsPeriod, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; providedFinanceco, however, that (1) Level 3 Solectron and its other Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations shall be subject to exist in anticipation of a withdrawal or downgrade below investment gradeSections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8, 4.16 (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses other than clause (1) and (23) in the preceding sentencethereof), anticipation 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies5.1 (other than clause (b)(4) thereof).

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings Notes are assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans an Investment Grade Rating by both of the Rating Agencies are Investment Grade Ratings and (iib) no Default or Event of Default has occurred and is continuingcontinuing hereunder, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.3, 6.023.4, 6.033.6, 6.043.7, 6.06(i)(a)3.8, 6.073.11, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) 3.12 and clause (bd) of Section 4.1 hereof (collectively the first sentence "Suspended Covenants"); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of Section 6.10 (collectivelythe other provisions of this Indenture. After the foregoing covenants have been terminated, the “Suspended Covenants”)Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. In the event that Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andThereafter, on any subsequent date (the “Reversion Date”), one or both if either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings or a Default or Event of Default occurs so that the Notes do not have an Investment Grade Rating from both Rating Agencies, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the "Reinstatement Date"). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 3.4 as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Issue Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 (other than the first two sentences thereof)4.16, 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (bd) of the first sentence paragraph of Section 6.10 5.01 of this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Xxxxx’x, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Issue Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.19 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 4.17, clauses (other than the first two sentences thereof), 6.09, 6.13(a)(31)(a) and (4)3) of Section 4.18, 6.13(c)(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 6.10 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Level 3 the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.18 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 4.16, clauses (other than the first two sentences thereof), 6.09, 6.13(a)(31)(a) and (4)3) of Section 4.17, 6.13(c)(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 6.10 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Xxxxx’x, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period date following the date of time this Indenture: (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans by both rate the Notes for reasons outside of the Rating Agencies are Investment Grade Ratings control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (iib) no Default or Event of Default has shall have occurred and is continuingcontinuing under this Indenture, Level 3 then, beginning on that date and the Restricted Subsidiaries will not be subject to the covenants set forth in provisions of this Section 4.18, Sections 6.014.07, 6.024.08, 6.034.09, 6.044.10, 6.06(i)(a)4.11, 6.07, 6.08 (other than the first two sentences thereof), 6.09, 6.13(a)(3) 4.17 and (4), 6.13(c)(3) and (4) and clause (bSection 5.01(a)(iv) of the first sentence of Section 6.10 (collectively, the “Suspended Covenants”)this Indenture will be suspended. In the event that Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for During any period of time as a result of that the preceding sentence and, on any subsequent date foregoing Sections have been suspended (the “Reversion DateSuspension Period”), one the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof or both the second paragraph of the Rating Agencies withdraws its ratings or downgrades definition of “Unrestricted Subsidiaries.” Notwithstanding the ratings foregoing, if the rating assigned to the Loan Notes by both such ratings agencies should subsequently decline to below Baa3 and BBB- from Xxxxx’x or S&P, respectively, the required Investment Grade Ratings or a Default or Event foregoing covenants will be reinstituted as of Default occurs and is continuing, then Level 3 and from the Restricted Subsidiaries will thereafter again be subject to date both such ratings were below investment grade. Calculations under the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 6.03 4.07 hereof will be made as though if Section 6.03 4.07 hereof had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) incurred or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior issued pursuant to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.Section

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 (other than the first two sentences thereof)4.16, 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (bd) of the first sentence paragraph of Section 6.10 5.01 of this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Moody’s, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Promptly upon the occurrence thereof, the Company shall provide the Trustee and the Holders with written notice of any Suspended Covenants and calculations of any Reinstatement Date. Compliance with the amount available Suspended Covenants with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Issue Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans and Tranche B III Term Loans the Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, Level 3 the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 6.013.09, 6.024.07, 6.034.08, 6.044.09, 6.06(i)(a)4.10, 6.074.11, 6.08 (other than the first two sentences thereof)4.16, 6.09, 6.13(a)(3) and (4), 6.13(c)(3) and (4) and clause (bd) of the first sentence paragraph of Section 6.10 5.01 of this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Level 3 Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Loan Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Xxxxx’x, the Company and is continuing, then Level 3 and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 6.03 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 6.03 such covenants had been in effect during the entire period of time from since the Measurement Issue Date. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02 (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 6.01 or one of the clauses set forth in paragraph (b) of Section 6.01 or paragraph (a) of Section 6.02 or one of the clauses set forth in paragraph (b) of Section 6.02, such Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 6.01(b)(v) or Section 6.02(b)(iii). If the Incurrence of any Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee had Section 6.01 and Section 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee that are senior to or pari passu with such Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Guarantee of the Obligations and a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Level 3. In reaching their determination, the Board of Directors of Level 3 may, but need not, consult with the Rating Agencies.