Common use of Discharge and Suspension of Covenants Clause in Contracts

Discharge and Suspension of Covenants. (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”) shall not be applicable to the Notes. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”), and on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) The Company shall deliver an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Completion Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies (“Investment Grade Status”), and (ii) no Event of Default has occurred and is continuing 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”), then Sections 4.07the Company and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (3) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)) the Notes cease to have such Investment Grade Status, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this Section 4.16 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants set forth below), (2) all Indebtedness incurred, 124 or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred or issued pursuant to clause (3) of Section 4.09(b) hereof, (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11 hereof, (4) any encumbrance or restriction on the ability of any Non-Guarantor Subsidiary to take any action described in clauses (1) through (3) of Section 4.08 hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) hereof and (ii5) no Restricted Payments made while Subsidiary of the Company shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and its deliver a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiaries are not subject Subsidiary pursuant to the Suspended Covenants provisions of such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Guarantee. No default or Event of Default will be deemed to have been made pursuant to occurred on the sum Reversion Date as a result of clauses (C)(1) through (5) under Section 4.07(a)any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuers shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes Securities have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, 4.08, 4.09, 4.10, 4.11 Section 4.10 and 5.01(a)(ivclause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notessuch Securities. (b) In the event that Holdings and the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing pursuant to Section 4.13(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes Securities below an Investment Grade Rating (a “Reversion Date”)Grade, then Holdings and the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. (d) In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.13(b), no actions action taken or omitted to be taken by (or omissions of) the Company Holdings or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 had been in effect prior to, but not during the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall constitute a Default be classified to have been Incurred or issued pursuant to clause (iii) of Section 4.03(b). In addition, for purposes of Section 4.07, all agreements and arrangements entered into by Holdings and any Restricted Subsidiary with an Event Affiliate of Default under Holdings during the Suspended Covenants. After Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the time Issue Date and for purposes of reinstatement Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the Suspended Covenants upon restrictions contemplated by such withdrawal or downgrade, calculations with respect Section will be deemed to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had have been in effect during the entire period of time from existing on the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (de) The Company Issuers shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on Holdings’ and its Subsidiaries’ future compliance with their covenants or (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”) shall not be applicable to the Notes. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a notifying it of any Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred or reinstatement of Suspended Covenants and (iii) the dates of commencement or ending of any Suspension Perioddate thereof. The Trustee shall not have any duty no obligation to monitor whether or not a the occurrence of any Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, reinstatement of Suspended Covenants nor shall it have any duty obligation to notify the Holders of any of the foregoingthereof. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two of the Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07(x) the Note Guarantees will be automatically and unconditionally released and discharged and (y) the Company and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): (1) shall not be applicable to the NotesSection 4.03; (2) Section 4.04; (3) Section 4.05; (4) Section 4.07; (5) Section 4.08; (6) Section 4.10; and (7) clause (3) of Section 5.01(a). (b) In the event that that, after a Covenant Suspension Event, the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”), and on any subsequent date one or both Notes no longer have an Investment Grade Rating from two of the Rating Agencies withdraw their Investment Grade Rating or downgrade (the rating assigned to date of such event, the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) events and the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments Guarantors shall be made in accordance with required to provide the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue DateNote Guarantees that were released and discharged. (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.04 as if such covenant were in effect during such period. In addition: (i) for purposes of Section 4.03, all Indebtedness incurred while Incurred, and Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (2) of the definition of “Permitted Indebtedness”; (ii) for purposes of Section 4.05, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered into pursuant to clause (5) of Section 4.05(b); and (iii) for purposes of Section 4.10, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by such covenant will be deemed to have been entered into pursuant to clause (1) of Section 4.10(b). (d) During the Suspension Period, the Company and its Restricted Subsidiaries are not subject will be entitled to incur Liens permitted under Section 4.06 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.06 and the “Permitted Liens” definition and for no other covenant). (e) During the Suspension Period, any reference in the definition of “Unrestricted Subsidiary” or “Permitted Liens” to Section 4.03 or any provision thereof shall be construed as if such covenant had remained in effect since the Issue Date and during the Suspension Period. (f) Upon the Reversion Date, the obligation to grant Note Guarantees pursuant to Section 4.08 will be reinstated. (g) Notwithstanding that the Suspended Covenants shall may be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants reinstated, no Default or Event of Default will be deemed to have been occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and the Company and any Restricted Subsidiary of the Company will be permitted, without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period (to the extent not entered into in contemplation of the Reversion Date occurring) following a Reversion Date and to consummate the transactions contemplated thereby; provided that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.04(a)(3) or Section 4.04(b) and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.04(a)(3) and shall be deducted for purposes of calculating the amount pursuant to the sum of clauses such clause (C)(13) through (5) under Section 4.07(awhich may not be less than zero). (dh) The Company shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Company’s and its Restricted Subsidiaries’ future compliance with their covenants, (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify (iv) monitor the Holders of any Investment Grade Ratings of the foregoingNotes. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes Securities have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections Section 4.03, Section 4.04, Section 4.05, Section 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(ivclause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notessuch Securities. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing pursuant to Section 4.14(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes Securities below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction and one or more of the 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 Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. (d) In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.14(b), no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with Section 4.04 and the definition of “Unrestricted Subsidiary” hereunder) and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be deemed classified to have been incurred Incurred or issued pursuant to clause (iii) of Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a4.03(b). (de) The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred facts or if a Suspension Period has commenced or ended, nor any duty to notify events that would require the Holders reinstatement of any of the foregoingSuspended Covenants under this Section 4.14. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes Securities have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 4.03 hereof, 4.08Section 4.04 hereof, 4.09Section 4.05 hereof, 4.10Section 4.06 hereof, 4.11 Section 4.07 hereof, and 5.01(a)(ivclause (iv) of Section 5.01 hereof (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notessuch Securities. (b) In the event that Holdings and the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing pursuant to Section 4.14(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes Securities below an Investment Grade Rating and/or (2) Holdings or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction and one or more of the 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 Securities below an Investment Grade Rating, then Holdings and the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (d) In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.14(b), no actions action taken or omitted to be taken by (or omissions of) the Company Holdings or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 hereof had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default automatically become Restricted Subsidiaries on the Reversion Date (subject to Holdings’ right to subsequently designate them as Unrestricted Subsidiaries in compliance with Section 4.04 hereof and the definition of “Unrestricted Subsidiary” hereunder) and (2) all Indebtedness incurred, or an Event of Default under Disqualified Stock or Preferred Stock issued, during the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments Suspension Period shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(a4.03(b) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)hereof. (de) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred facts or if a Suspension Period has commenced or ended, nor any duty to notify events that would require the Holders reinstatement of any of the foregoingSuspended Covenants under this Section 4.14. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: If (i1) the Notes have an Investment Grade Ratings Rating from both Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then Sections then, beginning on that day, the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.14, Section 4.15 and 5.01(a)(ivSection 5.01(a)(4) (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its 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 Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period solely to the extent arising from the failure to comply with the Suspended Covenants during the Suspended Period). (c) The period of time from and including the date of the Covenant Suspension Event to (and excluding) the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. (d) In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all Indebtedness incurred, or omissions ofDisqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6) and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. In the event that during the Suspension Period the Company or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the 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 rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default will thereafter again be subject to Section 4.14 under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Datetransaction. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (de) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Periodsuch occurrence under this Section 4.16. The Trustee shall not have any no duty to monitor whether or not the ratings of the Notes, monitor the occurrence of a Covenant Suspension Event or Reversion Date has occurred Event or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture Indenture, then, beginning on that date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then Sections 4.07the Issuer and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) ). In addition, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both (the “Reversion Date”) that, due to the withdrawal of the Rating Agencies withdraw their Investment Grade Rating or the downgrade of the rating assigned to the Notes below an Investment Grade Rating, the Notes no longer have an Investment Grade Rating (a “Reversion Date”)from two or more Rating Agencies, then the Company Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to herein as the Suspension Period (the “Suspension Period”). (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes (other than any actions or events that would have given rise to a Default or Event of Default in the absence of the Suspended Covenants); provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period. No Subsidiaries may be designated as an Unrestricted Subsidiaries during the Suspension Period unless such designation would have complied with Section 4.07 had Section 4.07 been in effect during such period, (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall constitute a Default be classified as having been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect agreement entered into during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11, (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) and (ii5) no Restricted Payments made while Subsidiary of the Company Issuer shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and its deliver a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made Subsidiary pursuant to the sum provisions of clauses (C)(1) through (5) under Section 4.07(a)such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Guarantee. (d) On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day, (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then Sections (A) the Guarantees will be automatically suspended and no longer be applicable until the occurrence of the Reversion Date (as defined below) (and will be automatically reinstated upon the occurrence of the Reversion Date) and (B) the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15, clause (4) of Section 5.01(a) and 5.01(a)(ivSection 5.01(c) (collectively, the “Suspended Covenants”) shall not be applicable to until the Notesoccurrence of the Reversion Date. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes from below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. (c) The period of time from and including the Suspension Date to (and excluding) the Reversion Date is referred to as the “Suspension Period”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (d) Notwithstanding the foregoing, in the event of any reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries or events occurring prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future events; it being understood that the Notes and no actions taken Default or Event of Default will be deemed to exist or have occurred as a result of any failure by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement Subsidiary to comply with any of the Suspended Covenants upon such withdrawal or downgrade, calculations during the Suspension Period; provided that (i) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during the entire period Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from the Issue Date. Section 4.09(b), (ciii) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject any Affiliate Transaction entered into after such reinstatement pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (5) of Section 4.09(a4.11(b), (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(b) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (v) no Subsidiary of the Company shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period; and (iivi) Restricted Payments all Investments made while during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period will be deemed to have been made pursuant to outstanding on the sum of clauses (C)(1) through Issue Date, so that they are classified as Permitted Investments permitted under clause (5) under Section 4.07(a)of the definition of “Permitted Investments. (d) The Company ” No Subsidiaries shall deliver an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of be designated as Unrestricted Subsidiaries during any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a)Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 and for no other covenant). (f) Notwithstanding that the Suspended Covenants may not designate be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will 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 during a Suspension Period, in each case, as Unrestricted Subsidiariesa result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby. (g) The Company shall notify the Trustee of the occurrence of any Covenant Suspension Event; provided that no such notification shall be a condition for the suspension of the Suspended Covenants to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of any Covenant Suspension Event.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day, (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then Sections (A) the Guarantees will be automatically suspended and no longer be applicable until the occurrence of the Reversion Date (as defined below) (and will be automatically reinstated upon the occurrence of the Reversion Date) and (B) the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15, clause (4) of Section 5.01(a) and 5.01(a)(ivSection 5.01(c) (collectively, the “Suspended Covenants”) shall not be applicable to until the Notesoccurrence of the Reversion Date. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes from below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. (c) The period of time from and including the Suspension Date to (and excluding) the Reversion Date is referred to as the “Suspension Period”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (d) Notwithstanding the foregoing, in the event of any reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries or events occurring prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future events; it being understood that the Notes and no actions taken Default or Event of Default will be deemed to exist or have occurred as a result of any failure by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement Subsidiary to comply with any of the Suspended Covenants upon such withdrawal or downgrade, calculations during the Suspension Period; provided that (i) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during the entire period Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from the Issue Date. Section 4.09(b), (ciii) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject any Affiliate Transaction entered into after such reinstatement pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (5) of Section 4.09(a4.11(b), (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(b) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (v) no Subsidiary of the Company shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period; and (iivi) Restricted Payments all Investments made while during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period will be deemed to have been made pursuant to outstanding on the sum of clauses (C)(1) through Issue Date, so that they are classified as Permitted Investments permitted under clause (5) under Section 4.07(a)of the definition of “Permitted Investments. (d) The Company ” No Subsidiaries shall deliver an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of be designated as Unrestricted Subsidiaries during any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a)Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 and for no other covenant). (f) Notwithstanding that the Suspended Covenants may not designate be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will 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 during a Suspension Period, in each case, as Unrestricted Subsidiariesa result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby. (g) The Company shall notify the Trustee of the occurrence of any Covenant Suspension Event; provided that no such notification shall be a condition for the suspension of the Suspended Covenants to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of any Covenant Suspension Event.

Discharge and Suspension of Covenants. (a) During any period of time that: that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then the Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv4.15 hereof and clause (4) of Section 5.01(a) hereof (the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) (i) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) . The period beginning on the Company or any day of its Restricted Subsidiaries during the a Covenant Suspension Period shall constitute Event and ending on a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue DateReversion Date is called a “Suspension Period”. (c) (i) On each Reversion Date, all Indebtedness incurred while incurred, or Disqualified Stock or Preferred Stock issued, during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3) hereof. Calculations made pursuant after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the sum of clauses (C)(1) through (5) Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a) hereof (but will not reduce any amounts available to be made as Restricted Payments under Section 4.07(b) hereof). (d) The Company shall deliver an Officer’s Certificate . However, no Default or Event of Default will be deemed to have occurred on the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iiior thereafter) under any Suspended Covenant solely as a result of any actions taken by the dates Issuer or the Restricted Subsidiaries, or events occurring, during the Suspension Period. For purposes of commencement or ending of Section 4.10 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. During any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (the “Suspension Date”): (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, Section 1015 hereof, and 5.01(a)(iv) Section 1018 hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no actions additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 hereof had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)hereof. (d) The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or any Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingunder this Section 1023. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes have Investment Grade Ratings from both two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on such date and continuing until the Reversion Date (as defined herein), 4.09the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both more of the applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)such that the Notes no longer have Investment Grade Ratings from at least two of three Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by . The period of time between (or omissions ofand including) the Company or any Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of its Restricted Subsidiaries the Guarantors will be suspended during the Suspension Period shall constitute and all Liens in favor of the Notes Collateral Agent on the Collateral of such Guarantors will be released during the Suspension Period. (c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture; provided that (i) with respect to Restricted Payments shall made on or after the Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition or Specified Transaction entered into during the entire period Suspension Period), (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued during the Suspension Period in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.09(a4.11(b), (v) and any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (ii1) Restricted Payments made while through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (vi) no Subsidiary of the Company and its Restricted Subsidiaries are not subject Issuer shall be required to comply with Section 4.15 on or after the Suspended Covenants Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, (vii) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens,” (viii) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been made pursuant to the sum of clauses (C)(1) through clause (5) under Section 4.07(a)of the definition of “Permitted Investments” and (ix) on the Reversion Date, the amount of Excess Proceeds shall be reset at zero. (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other provision of this Indenture). (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period), and (2) following the Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Following a Reversion Date, all Guarantees and all Collateral and Security Documents shall be reinstated and all actions reasonably necessary to provide that the First Lien Notes Obligations shall have been unconditionally guaranteed by each Guarantor and that the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes has a valid, perfected, first priority security interest (subject to Permitted Liens) in the Collateral shall be taken by the Issuer within ninety (90) days after such Reversion Date. (f) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates Holders of commencement or ending the Notes of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have achieved Investment Grade Ratings from both two Rating Agencies (“Investment Grade Status”) and (ii) no Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on that day and continuing at all times thereafter and subject to the provisions of the next succeeding paragraph, 4.09Holdings and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.10Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Holdings and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)) the Notes cease to have such Investment Grade Status, then the Company Holdings and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood events unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status). The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Holdings or any of its Subsidiaries or events occurring prior to such reinstatement, or any actions taken at any time during the Suspension Period, shall give rise to a Default, Event of Default or breach of any kind under this Indenture, the Notes or the Note Guarantees nor shall Holdings or any of its Subsidiaries bear any liability for such actions or events. With respect to Restricted Subsidiaries Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall constitute a Default or an Event of Default under not reduce the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect amount available to be made as Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect 4.07(a). All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period of time from Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(3). Any Affiliate Transaction entered into after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to Section 4.09(a4.11(b)(6). Any encumbrance or restriction on the ability of any Non-Guarantor Subsidiary to take any action described in clauses (1) and through (ii3) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to have been made be permitted pursuant to Section 4.08(b). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens pursuant to clause (7) of such definition. No Restricted Subsidiary of Holdings shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary pursuant to the sum provisions of clauses (C)(1) through (5) under Section 4.07(a)such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Note Guarantee. (d) On and after each Reversion Date, Holdings and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period without causing a Default or Event of Default, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Nineteenth Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Nineteenth Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Nineteenth Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to such reinstatement shall give rise to a Default or Event of Default under this Nineteenth Supplemental Indenture with respect to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes have Investment Grade Ratings from both two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on such date and continuing until the Reversion Date (as defined herein), 4.09the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both more of the applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)such that the Notes no longer have Investment Grade Ratings from at least two of three Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. (c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (or omissions ofi) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall made on or after the Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into Table of Contents during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.09(a4.11(b), (v) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (vi) no Subsidiary of the Issuer shall be required to comply with Section 4.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (iivii) Restricted Payments made while all Liens created, incurred or assumed during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period in compliance with this Indenture will be deemed to have been made pursuant to outstanding on the sum Issue Date, so that they are classified as permitted under clause (11) of clauses (C)(1) through (5) under Section 4.07(a)the definition of “Permitted Liens”. (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other provision of this Indenture). (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period), and (2) following the Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (f) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates Holders of commencement or ending the Notes of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: If (i1) the Notes have an Investment Grade Ratings Rating from both Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then Sections then, beginning on that day, the Issuers and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.14, Section 4.15 and 5.01(a)(ivSection 5.01(a)(4) (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Issuers and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company Issuers and its the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuers or any of their Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any ac- tions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, as a re- xxxx of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termina- tion of the Suspension Period or after that time based solely on events that occurred during the Suspen- sion Period solely to the extent arising from the failure to comply with the Suspended Covenants during the Suspension Period). (c) The period of time from and including the date of the Covenant Suspension Event to (and excluding) the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. (d) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuers or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (1) with respect to Re- stricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calcu- lated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all In- debtedness incurred, or omissions of) the Company Disqualified Stock or any of its Restricted Subsidiaries Preferred Stock issued, during the Suspension Period shall constitute a Default will be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect agreement entered into during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants any Suspension Period shall be deemed to have been incurred be permitted pursuant to Section 4.09(a4.11(b)(6) and (ii4) any encumbrance or restriction on the ability of any Restricted Payments made while the Company and its Restricted Subsidiaries are Subsidiary that is not subject a Guarantor to the Suspended Covenants will take any action described in Section 4.08(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to have been made be permit- xxx pursuant to Section 4.08(b)(1). No Subsidiaries shall be designated as Unrestricted Subsidiaries dur- ing any Suspension Period. In the sum event that during the Suspension Period the Issuers or any of clauses their Af- filiates enter into an agreement to effect a transaction that would result in a Change of Control and one or both of the Rating Agencies indicate that if consummated, such transaction (C)(1alone or together with any related recapitalization or refinancing transactions) through (5) would cause such Rating Agencies to withdraw their ratings or downgrade their ratings assigned to the Notes such that the Notes no longer have an Investment Grade Rating from at least one Rating Agency, then the Issuers and the Restricted Subsidiaries will there- after again be subject to Section 4.14 under Section 4.07(a)this Indenture with respect to such transaction. (de) The Company Issuers shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the oc- xxxxxxxx of any Covenant Suspension Event or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon receipt of written request. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Completion Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies (“Investment Grade Status”), and (ii) no Event of Default has occurred and is continuing 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”), then Sections 4.07the Company and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (3) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)) the Notes cease to have such Investment Grade Status, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this Section 4.16 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants set forth below), (2) all Indebtedness incurred, |US-DOCS\143900591.2|| or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred or issued pursuant to clause (3) of Section 4.09(b) hereof, (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11 hereof, (4) any encumbrance or restriction on the ability of any Non-Guarantor Subsidiary to take any action described in clauses (1) through (3) of Section 4.08 hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) hereof and (ii5) no Restricted Payments made while Subsidiary of the Company shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and its deliver a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiaries are not subject Subsidiary pursuant to the Suspended Covenants provisions of such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Guarantee. No default or Event of Default will be deemed to have been made pursuant to occurred on the sum Reversion Date as a result of clauses (C)(1) through (5) under Section 4.07(a)any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuers shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (First Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this First Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this First Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to the Suspended Covenants such reinstatement shall be deemed give rise to have been incurred pursuant a Default or Event of Default under this First Supplemental Indenture with respect to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture Indenture, then, beginning on that date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then Sections 4.07the Issuer and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) ). In addition, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one (the “Reversion Date”) two or both of the more Rating Agencies withdraw have withdrawn their Investment Grade Rating or downgrade the rating assigned to the Notes a rating below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this Indenture as the “Suspension Period.” (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants set forth below), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11, (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (1) through (3) of Section 4.08 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) and (ii5) no Restricted Payments made while Subsidiary of the Company Issuer shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and its Restricted Subsidiaries are not subject deliver to the Suspended Covenants will be deemed Trustee a supplemental indenture to have been made this Indenture providing for a Guarantee by such Restricted Subsidiary pursuant to the sum provisions of clauses (C)(1) through (5) under Section 4.07(a)such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Guarantee. (d) On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify Holders of the same. The Issuer shall promptly notify the Holders Trustee of the occurrence of any of the foregoingCovenant Suspension Event or Reversion Date. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Effective Date (i1) the Notes have an Investment Grade Ratings Rating from both Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then Sections then, beginning on that day, the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.14, Section 4.15 and 5.01(a)(ivSection 5.01(a)(4) (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its 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 Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period solely to the extent arising from the failure to comply with the Suspended Covenants during the Suspension Period). (c) The period of time from and including the date of the Covenant Suspension Event to (and excluding) the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. (d) In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all Indebtedness incurred, or omissions ofDisqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6) and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. In the event that during the Suspension Period the Company or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the 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 rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default will thereafter again be subject to Section 4.14 under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Datetransaction. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (de) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Periodsuch occurrence under this Section 4.16. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. The Trustee shall not have any no duty to monitor whether or not the ratings of the Notes, monitor the occurrence of a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes have Investment Grade Ratings from both two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on such date and continuing until the Reversion Date (as defined herein), 4.09the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both more of the applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)such that the Notes no longer have Investment Grade Ratings from at least two of three Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. (c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (or omissions ofi) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall made on or after the Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition or Specified Transaction entered into during the entire period Suspension Period), (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued during the Suspension Period in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.09(a4.11(b), (v) and any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (ii1) Restricted Payments made while through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (vi) no Subsidiary of the Company and its Restricted Subsidiaries are not subject Issuer shall be required to comply with Section 4.15 on or after the Suspended Covenants Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, (vii) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens,” (viii) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been made pursuant to the sum of clauses (C)(1) through clause (5) under Section 4.07(a)of the definition of “Permitted Investments” and (ix) on the Reversion Date, the amount of Excess Proceeds shall be reset at zero. (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other provision of this Indenture). (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period), and (2) following the Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (f) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates Holders of commencement or ending the Notes of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (the “Suspension Date”): (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, Section 1015 hereof, and 5.01(a)(iv) Section 1018 hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no actions additional Subsidiary of the Company may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute Subsidiary prior to such reinstatement will give rise to a Default or an Event of Default under this Indenture with respect to any Suspended Covenant or the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations Notes; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)hereof. (d) The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or any Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingunder this Section 1023. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date after the Issue Date (i) the Notes have Investment Grade Ratings from both any two of the Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections then, beginning on that date, Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15 (but only with respect to any Person that is required to become a Guarantor after the date of the occurrence of the applicable Covenant Suspension Event) and 5.01(a)(ivclause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notes. Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to “Reversion Date”) the Notes below no longer have an Investment Grade Rating (a “Reversion Date”)from two of the Rating Agencies, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between (and including) the date of the Covenant Suspension Event and the Reversion Date (but excluding the Reversion Date) is referred to under this Section 4.16 as the “Suspension Period.” (c) In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under this Indenture with respect to the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations Notes; provided that (i) with respect to Restricted Payments shall made on or after any such Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11(b) and (v) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a4.08(a). (d) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Company or any of its Restricted Subsidiaries to comply with the Suspended Covenants during any Suspension Period (or, upon termination of the Suspension Period, as a result of any action taken or event that occurred during the Suspension Period), and (2) following a Reversion Date the Company and each of its Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (e) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Suspension Period under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) if a Covenant Suspension Event has occurredmonitor the ratings of the Notes, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of any Suspension Period. The Trustee shall not have any duty to monitor independently determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify (iii) inform the Holders of any the occurrence of the foregoinga Covenant Suspension Event or Reversion Date. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes of a Series of Notes have Investment Grade Ratings from both two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on such date and continuing until the Reversion Date (as defined herein), 4.09the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture with respect to such Series of Notes (collectively, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both more of the applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes of the applicable Series of Notes below an Investment Grade Rating (a “Reversion Date”)such that the Notes no longer have Investment Grade Ratings from at least two of three Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period and all Liens in favor of the Notes Collateral Agent on the Collateral of such Guarantors will be released during the Suspension Period. (c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement Notes of the Suspended Covenants upon such withdrawal or downgrade, calculations applicable Series of Notes; provided that (i) with respect to Restricted Payments shall made on or after the Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.09(a4.11(b), (v) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (vi) no Subsidiary of the Issuer shall be required to comply with Section 4.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (iivii) Restricted Payments made while all Liens created, incurred or assumed during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period in compliance with this Indenture will be deemed to have been made pursuant outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens”. Table of Contents (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the sum of clauses (C)(1) through (5) extent provided for under Section 4.07(a4.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other provision of this Indenture). (de) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes of the applicable Series of Notes or the related Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period), and (2) following the Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Following a Reversion Date, all Guarantees and all Collateral and Security Documents shall be reinstated and all actions reasonably necessary to provide that the First Lien Notes Obligations shall have been unconditionally guaranteed by each Guarantor and that the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes has a valid, perfected, first priority security interest (subject to Permitted Liens) in the Collateral shall be taken within ninety (90) days after such Reversion Date. (f) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates Holders of commencement or ending the Notes of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies (“Investment Grade Status”), and (ii) no Event of Default has occurred and is continuing 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”), then Sections 4.07the Company and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof, Section 4.18 hereof, Section 4.20 hereof, Section 4.21 hereof, Section 4.22 hereof and 5.01(a)(ivclause (3) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)) the Notes cease to have such Investment Grade Status, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this Section 4.16 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants set forth below), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred or issued as of the Issue Date pursuant to clauses (i), (ii) and (iii) of Section 4.09(b) hereof, (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (i) of Section 4.11(a) hereof and (4) any encumbrance or restriction on the ability of any Non-Guarantor Subsidiary to take any action described in clauses (1) through (3) of Section 4.08 hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants hereof. No default or Event of Default will be deemed to have been made pursuant to occurred on the sum Reversion Date as a result of clauses (C)(1) through (5) under Section 4.07(a)any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuers shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) each of the Rating Agencies shall have issued an Investment Grade Rating with respect to both the Notes have Investment Grade Ratings from both Rating Agencies and the “corporate family rating” (or comparable designation) for the Parent Guarantor and its Subsidiaries and (ii) no Default has occurred and is continuing under this Eighteenth Supplemental Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Investment Grade Rating Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 the Issuer and 5.01(a)(iv) the Subsidiaries shall not be subject to Section 4.07 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Eighteenth Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to either the Notes or the “corporate family rating” (or comparable designation) for the Parent Guarantor and its Subsidiaries below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the 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 either the Notes or the “Reversion Date”)corporate family rating” (or comparable designation) for the Parent Guarantor and its Subsidiaries below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Eighteenth Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) The Company shall deliver an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending event of any Suspension Period. The Trustee shall not have any duty such reinstatement, no action taken or omitted to monitor whether be taken by the Issuer or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiariesprior to such reinstatement shall give rise to a Default or Event of Default under this Eighteenth Supplemental Indenture with respect to Notes.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have achieved Investment Grade Ratings from both two Rating Agencies (“Investment Grade Status”) and (ii) no Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on that day and continuing at all times thereafter and subject to the provisions of the next succeeding paragraph, 4.09Holdings and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.10Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Holdings and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)) the Notes cease to have such Investment Grade Status, then the Company Holdings and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood events unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status). The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Holdings or any of its Subsidiaries or events occurring prior to such reinstatement, or any actions taken at any time during the Suspension Period, shall give rise to a Default, Event of Default or breach of any kind under this Indenture, the Notes or the Note Guarantees nor shall Holdings or any of its Subsidiaries bear any liability for such actions or events. With respect to Restricted Subsidiaries Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall constitute a Default or an Event of Default under not reduce the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect amount available to be made as Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect 4.07(a). All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period of time from Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(3). Any Affiliate Transaction entered into after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to Section 4.09(a4.11(b)(6). Any encumbrance or restriction on the ability of any non-Guarantor to take any action described in clauses (1) and through (ii3) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to have been made be permitted pursuant to Section 4.08(b). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens pursuant to clause (7) of such definition. No Restricted Subsidiary of Holdings shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary pursuant to the sum provisions of clauses (C)(1) through (5) under Section 4.07(a)such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Note Guarantee. (d) On and after each Reversion Date, Holdings and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period without causing a Default or Event of Default, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date after the Issue Date (i) the Notes have Investment Grade Ratings from both any two of the Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections then, beginning on that date, Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15 (but only with respect to any Person that is required to become a Guarantor after the date of the occurrence of the applicable Covenant Suspension Event) and 5.01(a)(ivclause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notes. Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to “Reversion Date”) the Notes below no longer have an Investment Grade Rating (a “Reversion Date”)from two of the Rating Agencies, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between (and including) the date of the Covenant Suspension Event and the Reversion Date (but excluding the Reversion Date) is referred to under this Section 4.16 as the “Suspension Period.” (c) In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under this Indenture with respect to the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations Notes; provided that (i) with respect to Restricted Payments shall made on or after any such Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the entire period of time from Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to Section 4.09(a4.11(b)(6) and (iiv) any encumbrance or restriction on the ability of any Restricted Payments made while the Company and its Restricted Subsidiaries are Subsidiary that is not subject a Guarantor to the Suspended Covenants will take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to have been made be permitted pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a4.08(a). (d) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Company or any of its Restricted Subsidiaries to comply with the Suspended Covenants during any Suspension Period (or, upon termination of the Suspension Period, as a result of any action taken or event that occurred during the Suspension Period), and (2) following a Reversion Date the Company and each of its Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (e) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Suspension Period under this Section 4.16. The Trustee shall have no obligation to the Trustee specifying (i) if a Covenant Suspension Event has occurredmonitor the ratings of the Notes, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of any Suspension Period. The Trustee shall not have any duty to monitor independently determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify (iii) inform the Holders of any the occurrence of the foregoinga Covenant Suspension Event or Reversion Date. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 4.11 hereof, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) shall no longer be applicable to such Notes (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants Covenant under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)any Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.12. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two of the Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07(x) the Note Guarantees will be automatically and unconditionally released and discharged and (y) the Company and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): (1) shall not be applicable to the NotesSection 4.03; (2) Section 4.04; (3) Section 4.05; (4) Section 4.07; (5) Section 4.08; (6) Section 4.10; and (7) clause (3) of Section 5.01(a). (b) In the event that that, after a Covenant Suspension Event, the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”), and on any subsequent date one or both Notes no longer have an Investment Grade Rating from two of the Rating Agencies withdraw their Investment Grade Rating or downgrade (the rating assigned to date of such event, the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) events and the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments Guarantors shall be made in accordance with required to provide the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue DateNote Guarantees that were released and discharged. (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.04 as if such covenant were in effect during such period. In addition: (i) for purposes of Section 4.03, all Indebtedness incurred while Incurred, and Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (2) of the definition of “Permitted Indebtedness”; (ii) for purposes of Section 4.05, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered into pursuant to clause (5) of Section 4.05(b); and (iii) for purposes of Section 4.10, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by such covenant will be deemed to have been entered into pursuant to clause (1) of Section 4.10(b). (d) During the Suspension Period, the Company and its Restricted Subsidiaries are not subject will be entitled to incur Liens permitted under Section 4.06 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.06 and the “Permitted Liens” definition and for no other covenant). (e) During the Suspension Period, any reference in the definition of “Unrestricted Subsidiary” or “Permitted Liens” to Section 4.03 or any provision thereof shall be construed as if such covenant had remained in effect since the Issue Date and during the Suspension Period. (f) Upon the Reversion Date, the obligation to grant Note Guarantees pursuant to Section 4 .08 will be reinstated. (g) Notwithstanding that the Suspended Covenants shall may be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants reinstated, no Default or Event of Default will be deemed to have been occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and the Company and any Restricted Subsidiary of the Company will be permitted, without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period (to the extent not entered into in contemplation of the Reversion Date occurring) following a Reversion Date and to consummate the transactions contemplated thereby; provided that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.04(a)(3) or Section 4.04(b) and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.04(a)(3) and shall be deducted for purposes of calculating the amount pursuant to the sum of clauses such clause (C)(13) through (5) under Section 4.07(awhich may not be less than zero). (dh) The Company shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Company’s and its Restricted Subsidiaries’ future compliance with their covenants, (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify (iv) monitor the Holders of any Investment Grade Ratings of the foregoingNotes. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes of a series of Notes have Investment Grade Ratings from both two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture with respect to such series of Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then Sections 4.07then, 4.08beginning on such date and continuing until the Reversion Date (as defined herein), 4.09the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture with respect to such series of Notes (collectively, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (4) of Section 5.01(a). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both more of the applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes of the applicable series of Notes below an Investment Grade Rating (a “Reversion Date”)such that the Notes no longer have Investment Grade Ratings from at least two of three Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. (c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement Notes of the Suspended Covenants upon such withdrawal or downgrade, calculations applicable series of Notes; provided that (i) with respect to Restricted Payments shall made on or after the Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition or Specified Transaction entered into during the entire period Suspension Period), (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued during the Suspension Period in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.09(a4.11(b), (v) and any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (ii1) Restricted Payments made while through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (vi) no Subsidiary of the Company and its Restricted Subsidiaries are not subject Issuer shall be required to comply with Section 4.15 on or after the Suspended Covenants Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, (vii) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens,” (viii) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Acquisition or Specified Transaction entered into during the Suspension Period) will be classified to have been made pursuant to the sum of clauses (C)(1) through clause (5) under Section 4.07(a)of the definition of “Permitted Investments” and (ix) on the Reversion Date, the amount of Excess Proceeds shall be reset at zero. (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other provision of this Indenture). (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes of the applicable series of Notes or the related Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period), and (2) following the Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (f) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the dates Holders of commencement or ending the Notes of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes Securities have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections the Issuer and its Restricted Subsidiaries will not be subject to the following covenants and provisions: Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, 4.08, 4.09, 4.10, 4.11 Section 4.10 and 5.01(a)(ivclause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing pursuant to Section 4.13(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes Securities below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. (d) The Guarantees of the Note Guarantors will be suspended during the Suspension Period. (e) In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.13(b), no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall constitute a Default be classified to have been Incurred or issued pursuant to clause (iii) of Section 4.03(b). In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an Event of Default under the Suspended Covenants. After the time of reinstatement Affiliate of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect Issuer during the entire period Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of time from Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.05 will be deemed to have been existing on the Issue Date. (cf) (i) Indebtedness incurred while During any Suspension Period, the Company Issuer and its Restricted Subsidiaries are will not be subject to the Suspended Covenants provisions of Section 4.08; provided that for purposes of determining the applicability of this Section 4.13(f), the Reversion Date shall be deemed defined as the date that (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to have been incurred pursuant the Securities below an Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the 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 Securities below an Investment Grade Rating. On and after the Reversion Date as defined with respect to the provisions of Section 4.09(a) and (ii) Restricted Payments made while 4.08, the Company Issuer and its Restricted Subsidiaries are not will thereafter again be subject to the Suspended Covenants will be deemed Section 4.08 including, without limitation, with respect to have been made pursuant to the sum a proposed transaction described in clause (b) of clauses (C)(1) through (5) under this Section 4.07(a4.13(f). (dg) The Company Issuer shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: If (i1) the Notes have an Investment Grade Ratings Rating from both Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then Sections then, beginning on that day, the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.14, Section 4.15 and 5.01(a)(ivSection 5.01(a)(4) (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its 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 Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period solely to the extent arising from the failure to comply with the Suspended Covenants during the Suspension Period). (c) The period of time from and including the date of the Covenant Suspension Event to (and excluding) the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. (d) In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes; it being understood provided that no actions taken by (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all Indebtedness incurred, or omissions ofDisqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6) and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. In the event that during the Suspension Period the Company or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the 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 rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default will thereafter again be subject to Section 4.14 under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Datetransaction. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (de) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Periodsuch occurrence under this Section 4.16. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. The Trustee shall not have any no duty to monitor whether or not the ratings of the Notes, monitor the occurrence of a Covenant Suspension Event or Reversion Date has occurred Event or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, and 5.01(a)(iv) Section 1017 hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no actions additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 hereof had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) hereof. The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 1019. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07then, 4.08beginning on that date, 4.09the Issuer and its Restricted Subsidiaries will not be subject to Section 4.07 hereof, 4.10Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) ). In addition, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall not be applicable to the Notesreset at zero. (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture hereunder for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both (the “Reversion Date”) that, due to the withdrawal of the Rating Agencies withdraw their Investment Grade Rating or the downgrade of the rating assigned to the Notes below an Investment Grade Rating, the Notes no longer have an Investment Grade Rating (a “Reversion Date”)from two or more Rating Agencies, then the Company Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to herein as the Suspension Period (the “Suspension Period”). (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries or events occurring prior to such reinstatement shall give rise to a Default or Event of Default hereunder with respect to the Notes (other than any actions or events that would have given rise to a Default or Event of Default in the absence of the Suspended Covenants); provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount available to be made as Restricted Payments shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period. No Subsidiaries may be designated as an Unrestricted Subsidiaries during the Suspension Period unless such designation would have complied with Section 4.07 had Section 4.07 been in effect during such period, (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall constitute a Default be classified as having been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect agreement entered into during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11, (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a4.08(a) and (ii5) no Restricted Payments made while Subsidiary of the Company Issuer shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Restricted Subsidiary during any Suspension Period except that such Restricted Subsidiary shall execute and its deliver a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made Subsidiary pursuant to the sum provisions of clauses (C)(1) through (5) under Section 4.07(a)such covenant to the extent required and to the extent such Restricted Subsidiary has not already provided a Guarantee. (d) On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. such occurrence under this Section 4.16. (f) The Trustee shall not have any no duty to monitor the ratings of the Notes, determine whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsame. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, and 5.01(a)(iv) Section 1018 hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no actions additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 hereof had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) hereof. The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 1023. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”) shall not be applicable to the Notes. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingthereof. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day, (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then Sections (A) the Guarantees will be automatically suspended and no longer be applicable until the occurrence of the Reversion Date (as defined below) (and will be automatically reinstated upon the occurrence of the Reversion Date) and (B) the Company and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15, clause (4) of Section 5.01(a) and 5.01(a)(ivSection 5.01(c) (collectively, the “Suspended Covenants”) shall not be applicable to until the Notesoccurrence of the Reversion Date. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes from below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. (c) The period of time from and including the Suspension Date to (and excluding) the Reversion Date is referred to as the “Suspension Period”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (d) Notwithstanding the foregoing, in the event of any reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Company or any of the Restricted Subsidiaries or events occurring prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to future eventsthe Notes and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Company or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; it being understood provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of Section 4.09(b), (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (5) of Section 4.11(b), (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(b) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b), (v) no actions taken Subsidiary of the Company shall be required to comply with the covenant described under Section 4.15 after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period; and (vi) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments.” No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. (e) During any Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens that refer to one or omissions ofmore Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 and for no other covenant). (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Restricted Subsidiaries will 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 during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period shall constitute (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(atime) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) consummate any transactions contemplated thereby. The Company shall deliver provide an Officer’s Certificate to the Trustee specifying (i) indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to independently determine or verify if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has such dates or events have occurred or notify the holders of the continuance and (iii) the dates of commencement or ending termination of any Suspension Period. The Trustee shall not have may provide a copy of such notice to any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders Holder of any of the foregoingNotes upon request. (eg) During The Company shall notify the Trustee of the occurrence of any period Covenant Suspension Event; provided that no such notification shall be a condition for the suspension of the Suspended Covenants to be effective; provided further that the covenants have been suspended pursuant Trustee shall be under no obligation to Section 4.16(a), inform Holders of the Company may not designate occurrence of any of its Subsidiaries as Unrestricted SubsidiariesCovenant Suspension Event.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date after the Issue Date (i) the Notes have Investment Grade Ratings from both two of the Rating Agencies and (ii) no Default has occurred and is continuing 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”)Indenture, then Sections then, beginning on that date, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and 5.01(a)(ivclause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notes. In addition, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period, the “Suspension Period”) as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date one or both of (the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to “Reversion Date”) the Notes below no longer have an Investment Grade Rating (a “Reversion Date”)from two of the Rating Agencies, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . (c) In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under this Indenture with respect to the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations Notes; provided that (i) with respect to Restricted Payments shall made on or after any such Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during the entire period Suspension Period, (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of time from Section 4.09(b), (iii) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (iv) any Affiliate Transaction entered into after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (6) of Section 4.11(b) and (v) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a4.08(a). (d) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Company or any of its Restricted Subsidiaries to comply with the Suspended Covenants during any Suspension Period (or, upon termination of the Suspension Period, as a result of any action taken or event that occurred during the Suspension Period), and (2) following a Reversion Date the Company and each of its Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising on or prior to such Reversion Date and to consummate the transactions contemplated thereby. (e) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. The Trustee will have no obligation to the Trustee specifying (i) if a Covenant Suspension Event has occurredmonitor the ratings of the Notes, (ii) if a Reversion Date has occurred and (iii) the dates of commencement independently determine or ending of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or verify if a Suspension Period has commenced begun or ended, nor (iii) make any duty to notify determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or (iv) inform the Holders of any the occurrence of the foregoingcommencement of a Suspension Period or Reversion Date. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both any two of the three Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 4.11, Section 4.17 and 5.01(a)(iv) (the “Suspended Covenants”) shall not be applicable to the Notes. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”), and on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) The Company shall deliver an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”)) then, then Sections 4.07beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, 4.08Section 4.07 hereof, 4.09Section 4.08 hereof, 4.10Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, and 5.01(a)(ivclause (4) of Section 5.01(a) hereof shall no longer be applicable to the Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this the Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture; provided that (1) with respect to Restricted Payments shall made after such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant hereof had been in effect during the entire period of time from Suspension Period; (2) no Subsidiaries may be designated as Unrestricted Subsidiaries during the Issue Date. Suspension Period; and (c3) (i) all Indebtedness incurred while incurred, or Disqualified Stock issued, during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed to have been incurred or issued pursuant to clause (3) of Section 4.09(a4.09(b) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)hereof. (d) The Company Issuers shall deliver promptly to the Trustee (with a copy to the Registrar) an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Periodsuch occurrence under this Section 4.16. The Trustee shall not have any duty no obligation to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingthereof. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Third Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Third Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Third Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to the Suspended Covenants such reinstatement shall be deemed give rise to have been incurred pursuant a Default or Event of Default under this Third Supplemental Indenture with respect to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes of a particular series have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture with respect to such series of Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, and 5.01(a)(iv) Section 1017 hereof shall no longer be applicable to such series of Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the a particular series of Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 a particular series of Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to such series of Notes with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero with respect to the applicable series of Notes. During the Suspension Period no actions additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time this Indenture with respect to any Notes of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations series; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 hereof had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) hereof. The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 1019. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: (i) date after the Issue Date, the Notes have an Investment Grade Ratings Rating from both two of the Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections then, beginning on that date and continuing until the Reversion Date (as defined herein), Section 4.07, Section 4.08, Section 4.09, Section 4.10, 4.11 Section 4.11, Section 4.15 and 5.01(a)(ivclause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notes. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period, the “Suspension Period”) as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that . Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. (c) In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under this Indenture with respect to the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations Notes; provided that with respect to Restricted Payments shall made on or after any such Reversion Date, the amount of Restricted Payments made will be made in accordance with the terms under calculated as though Section 4.07 as though such covenant had been in effect prior to, but not during the entire period Suspension Period, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of time from Section 4.09(b), no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, any Affiliate Transaction entered into on or after the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject Reversion Date pursuant to the Suspended Covenants an agreement entered into during any Suspension Period shall be deemed to have been incurred be permitted pursuant to clause (v) of Section 4.11(b) and any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a4.08(a). (d) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its 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 during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period, as a result of any action taken or event that occurred during the Suspension Period), and following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (e) The Company shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Periodsuch occurrence under this Section 4.16. The Trustee shall not will have any duty no obligation to monitor whether the ratings of the Notes, independently determine or not a Covenant Suspension Event or Reversion Date has occurred or verify if a Suspension Period has commenced begun or ended, nor make any duty to notify determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or inform the Holders of any the occurrence of the foregoingcommencement of a Suspension Period or Reversion Date. The Company will provide the Trustee with written notification upon the occurrence of a Suspension Date or a Reversion Date. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07the Company and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) . The period beginning on the Company or any day of its Restricted Subsidiaries during the a Covenant Suspension Period shall constitute Event and ending on a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue DateReversion Date is called a “Suspension Period”. (c) (i) On each Reversion Date, all Indebtedness incurred while incurred, or Disqualified Stock or Preferred Stock issued, during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Company or its Restricted Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. For purposes of Section 4.10 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. For purposes of Section 4.08 hereof, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of Section 4.08(a) entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.08(b)(1). For purposes of Section 4.11 hereof, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the sum benefit of, any Affiliate of clauses (C)(1) through (5) under the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(a4.11(b)(6), and no Subsidiary of the Company shall be required to comply with Section 4.15 after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (d) The Company Issuers shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.16. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Eleventh Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Eleventh Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Eleventh Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to such reinstatement shall give rise to a Default or Event of Default under this Eleventh Supplemental Indenture with respect to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During any period of time that: that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing 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”), then Sections 4.07the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof, Section 4.17 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof (the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) . The period beginning on the Company or any day of its Restricted Subsidiaries during the a Covenant Suspension Period shall constitute Event and ending on a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue DateReversion Date is called a “Suspension Period”. (c) (i) On each Reversion Date, all Indebtedness incurred while incurred, or Disqualified Stock or Preferred Stock issued, during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Issuer or its Restricted Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. For purposes of Section 4.10 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. For purposes of Section 4.08 hereof, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of Section 4.08(a) entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.08(b)(1). For purposes of Section 4.11 hereof, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the sum benefit of, any Affiliate of clauses (C)(1) through (5) under the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(a4.11(b)(6), and no Subsidiary of the Issuer shall be required to comply with Section 4.15 after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.16. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Twentieth Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Twentieth Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Twentieth Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to such reinstatement shall give rise to a Default or Event of Default under this Twentieth Supplemental Indenture with respect to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 4.07 hereof, 4.08Section 4.09 hereof, 4.09Section 4.10 hereof, 4.10Section 4.11 hereof, 4.11 Section 4.12 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the date such covenants are suspended and the Reversion Date is referred to in this Section 4.17 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no actions action taken or omitted to be taken by (or omissions of) the Company Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its automatically become Restricted Subsidiaries are not on the Reversion Date (subject to the Suspended Covenants shall Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants contained in this Indenture) and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed classified to have been incurred or issued pursuant to clause (2) of Section 4.09(a4.10(b) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)hereof. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.17. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Fifth Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Fifth Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Fifth Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to the Suspended Covenants such reinstatement shall be deemed give rise to have been incurred pursuant a Default or Event of Default under this Fifth Supplemental Indenture with respect to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections 4.07Section 801(4) hereof, 4.08Section 1010 hereof, 4.09Section 1011 hereof, 4.10Section 1013 hereof, 4.11 Section 1014 hereof, and 5.01(a)(iv) Section 1017 hereof shall no longer be applicable to the Notes (collectively, the “Suspended Covenants”) shall not be applicable to the Notes). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no actions additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 1010 had been in effect at all times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute prior to such reinstatement will give rise to a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments shall made after any such reinstatement, the amount of Restricted Payments made will be made in accordance with the terms under Section 4.07 calculated as though such covenant Section 1010 hereof had been in effect prior to, but not during the entire period of time from Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall Suspension Period will be deemed classified to have been incurred or issued pursuant to Section 4.09(a1011(b)(3) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (d) hereof. The Company shall deliver an Officer’s Certificate promptly to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending an Officers’ Certificate notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 1019. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both two of the Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing 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”), then Sections 4.07(x) the Note Guarantees will be automatically and unconditionally released and discharged (to the extent that guarantees by the Guarantors of all other Pari Passu Debt are substantially concurrently released, 4.08and the Liens on the Collateral securing such Pari Passu Debt (if any) are also substantially concurrently released) and (y) the Company and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, 4.09, 4.10, 4.11 and 5.01(a)(iv) (the “Suspended Covenants”): (1) shall not be applicable Section 4.03, but only to the Notesextent related to properties or assets of the Company or its Restricted Subsidiaries that do not constitute Collateral; (2) Section 4.04; (3) Section 4.05; (4) Section 4.07; (5) Section 4.08; (6) Section 4.10; and (7) clause (3) of Section 5.01(a). (b) In the event that that, after a Covenant Suspension Event, the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”), and on any subsequent date one or both Notes no longer have an Investment Grade Rating from two of the Rating Agencies withdraw their Investment Grade Rating or downgrade (the rating assigned to date of such event, the Notes below an Investment Grade Rating (a “Reversion Date”), then the Company and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) events and the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments Guarantors shall be made in accordance with required to (i) provide the terms under Section 4.07 as though such covenant had been in effect during Note Guarantees that were released and discharged and (ii) provide the entire period of time from Liens on the Issue DateCollateral that were released and discharged. (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.04 as if such covenant were in effect during such period. In addition: (i) for purposes of Section 4.03, all Indebtedness incurred while Incurred, and Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (2) of the definition of “Permitted Indebtedness”; (ii) for purposes of Section 4.05, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered into pursuant to clause (5) of Section 4.05(b); and (iii) for purposes of Section 4.10, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by such covenant will be deemed to have been entered into pursuant to clause (1) of Section 4.10(b). (d) During the Suspension Period, the Company and its Restricted Subsidiaries are not subject will be entitled to incur Liens permitted under Section 4.06 (including, without limitation, Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.06 and the “Permitted Liens” definition and for no other covenant). (e) During the Suspension Period, any reference in the definition of “Unrestricted Subsidiary” or “Permitted Liens” to Section 4.03 or any provision thereof shall be construed as if such covenant had remained in effect since the Issue Date and during the Suspension Period. (f) Upon the Reversion Date, the obligation to grant Note Guarantees pursuant to Section 4 .08 will be reinstated. (g) Notwithstanding that the Suspended Covenants shall may be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants reinstated, no Default or Event of Default will be deemed to have been occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and the Company and any Restricted Subsidiary of the Company will be permitted, without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period (to the extent not entered into in contemplation of the Reversion Date occurring) following a Reversion Date and to consummate the transactions contemplated thereby; provided that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.04(a)(3) or Section 4.04(b) and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.04(a)(3) and shall be deducted for purposes of calculating the amount pursuant to the sum of clauses such clause (C)(13) through (5) under Section 4.07(awhich may not be less than zero). (dh) The Company shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred make any determination regarding the impact of actions taken during the Suspension Period on the Company’s and its Restricted Subsidiaries’ future compliance with their covenants, (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify (iv) monitor the Holders of any Investment Grade Ratings of the foregoingNotes. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (Thirteenth Supplemental Indenture, the occurrence of Issuer and the events described in the foregoing clauses (i) and (ii) being collectively referred Subsidiaries will not be subject to as a “Covenant Suspension Event”), then Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) Section 4.10 hereof (the “Suspended CovenantsCovenant”) shall not be applicable to the Notes). (b) In the event that the Company Issuer and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant under this Thirteenth Supplemental Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction that would result in a Change of Control and one or more of the 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 Notes below an Investment Grade Rating, then the Company Issuer and its Restricted the Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenant under this Thirteenth Supplemental Indenture with respect to future events; it being understood that no actions taken by , including, without limitation, a proposed transaction described in clause (or omissions of2) the Company or any of its Restricted Subsidiaries during the Suspension Period shall constitute a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Dateabove. (c) (i) Indebtedness incurred while In the Company and event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries are not subject prior to such reinstatement shall give rise to a Default or Event of Default under this Thirteenth Supplemental Indenture with respect to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)Notes. (d) The Company Issuer shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee specifying (i) if a Covenant Suspension Event has occurred, (ii) if a Reversion Date has occurred and (iii) the dates of commencement or ending notifying it of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingsuch occurrence under this Section 4.11. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then Sections 4.07Section 4.07 hereof, 4.08Section 4.08 hereof, 4.09Section 4.09 hereof, 4.10Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and 5.01(a)(ivclause (4) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) shall not be applicable to until the Notesoccurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing (such period, a “Suspension Period”)foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (a “Reversion Date”)Rating, then the Company Issuer and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that no actions taken by (or omissions of) . The period of time between the Company or any Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of its Restricted Subsidiaries the Guarantors will be suspended during the Suspension Period shall constitute Period. Additionally, upon the occurrence of a Default or an Event Covenant Suspension Event, the amount of Default under the Suspended Covenants. After the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments Excess Proceeds from Asset Sales shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject reset to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a)zero. (d) The Company shall deliver an Officer’s Certificate to During any Suspension Period, the Trustee specifying Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Issuer or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) if the Issuer or such Restricted Subsidiary could have incurred a Covenant Suspension Event has occurred, Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Notes pursuant to the covenant described under such covenant; and (ii) if a the consideration received by the Issuer or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10 hereof; provided further that the provisions of this clause (d) shall cease to apply on and subsequent to the Reversion Date has occurred and (iii) the dates of commencement or ending of any following such Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (e) During any period Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 hereof (including, without limitation, Permitted Liens) to the extent provided for in such covenant and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the covenants Suspension Period (but solely for purposes of Section 4.12 hereof and the “Permitted Liens” definition and for no other covenant). (f) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided that (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though the limitations contained in Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to have been suspended incurred or issued pursuant to Section 4.16(a)4.09(b)(3) hereof; (3) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof; and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a)(1) hereof through 4.08(a)(3) shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof. (g) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such Covenant Suspension Event or Reversion Date under this Section 4.16 hereof. (h) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, following a Reversion Date, the Company may not designate Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (i) The Trustee shall have no duty to monitor the rating of its Subsidiaries as Unrestricted Subsidiariesthe Notes or notify Holders of the occurrence of a Covenant Suspension Event or a Reversion Date.

Discharge and Suspension of Covenants. (a) During If on any period of time that: date following the Issue Date (i) the Notes Securities have Investment Grade Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing 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”), then Sections Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(ivclause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall not no longer be applicable to the Notessuch Securities. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing pursuant to Section 4.13(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes Securities below an Investment Grade Rating and/or (2) the Company or any of its Affiliates enters into an agreement to effect a “Reversion Date”)transaction and one or more of the 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 Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events; it being understood that , including, without limitation, a proposed transaction described in clause (2) above. (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. (d) In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.13(b), no actions action taken or omitted to be taken by (or omissions of) the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 had been in effect prior to, but not during the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall constitute a Default be classified to have been Incurred or issued pursuant to clause (iii) of Section 4.03(b). In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Event of Default under the Suspended Covenants. After the time of reinstatement Affiliate of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had been in effect Company during the entire period Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of time from Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section will be deemed to have been existing on the Issue Date. (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section 4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (C)(1) through (5) under Section 4.07(a). (de) The Company shall deliver provide an Officer’s Certificate to the Trustee specifying indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if a Covenant Suspension Event has such events have occurred, (ii) if a Reversion Date has occurred and make any determination regarding the impact of actions taken during the Suspension Period on the Company’s future compliance with its covenants or (iii) notify the dates of commencement or ending Holders of any Suspension Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoingDate. (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.