WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of Level 3 Parent, Level 3 LLC, the Issuer and the New Guarantors have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.Agreement to Guaranty. Each of the New Guarantors agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article Twelve of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities.
2.未來擔保人. Level 3 Parent and the Issuer will endeavor to cause any Subsidiary thereof that guarantees the Credit Agreement (as defined below) to Guarantee the Securities to the extent that doing so does not result in extra cost or burden to them or their Subsidiaries, as determined by them in their sole discretion, and subject to receipt of any necessary regulatory approvals, it being understood that this covenant does not require a Guarantee to be provided within any specified time period.
3.Future Release of Note Guarantees. With respect to any Guarantor who is not otherwise obligated under the Indenture to guarantee the Securities, other than due to its voluntary Guarantee pursuant hereto, (x) the Issuer may, by delivery of a supplemental indenture in accordance with Section 801(8) of the Indenture, release such Guarantor from its Note Guarantee from time-to-time and (y) the Note Guarantee thereof shall be automatically and unconditionally released if such Guarantor ceases to guarantee (1) the Credit Agreement among Level 3 Parent, the Issuer, the lenders party thereto and Wilmington Trust, National Association, dated as of March 22, 2024, as amended, waived, or modified from time-to-time (as it may be so amended, waived or modified, the “信貸協議”) or (2) if the Credit Agreement is no longer outstanding, any replacement thereof (as determined by the Issuer).
4.繼承人和受讓人. This Supplemental Indenture shall be binding upon each party hereto and its successors and assigns.
5.不豁免. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Supplemental Indenture, the Indenture or the Securities shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein and therein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Supplemental Indenture, the Indenture or the Securities at law, in equity, by statute or otherwise.
6.Modification. No modification, amendment or waiver of any provision of this Supplemental Indenture, nor the consent to any departure by any New Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and or the purpose for which given. No notice to or demand on any New Guarantor in any case shall entitle the New Guarantors to any other further notice or demand in the same, similar or other circumstances.