Common use of Effectiveness of Covenants Clause in Contracts

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following From and after the first day: day on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , (the Company occurrence of the events described in the foregoing clauses (1) and its (2) being collectively referred to as a “Covenant Suspension Event”) LGEC and the Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(iiSection 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Notes Guarantees with respect to the Suspended Covenants based on, and none of the Company LGEC or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or Section 4.09(b) or one of the clauses set forth in Section 4.09(c) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a), Section 4.09(b) or Section 4.09(c), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii2) of the definition of “Permitted Indebtedness”Section 4.09(c). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.07 will be made as though Section 4.11 4.07 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company LGEC may not designate any of the CompanyLGEC’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give the Trustee prompt written notification of the beginning notice of any Covenant Suspension Period Event within five Business Days after such Covenant Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reinstatement Date not later than five Business Days after such Reinstatement Date. Absent such written notice the Trustee shall be entitled to assume that no Covenant Suspension Event or the occurrence of any Reinstatement DateDate has occurred.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuer to the Trustee in an Officers’ Certificate certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given (such date, the “Suspension Date”) and its continuing until the Reversion Date (as defined below), the Issuer and the Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.08; (2) Section 4.09; (3) Section 4.10; (4) Section 4.11; (5) Section 4.12; (6) Section 4.14; (7) Section 4.16 (but only with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the Reversion Date); and (8) Section 5.01(a)(4). (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will thereafter shall at such time be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Indenture or the Notes (or the Guarantees any Note Guarantee) with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will shall be classified to have been incurred pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.10(a) or Section 4.10(b) such Indebtedness shall be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”by Section 4.10(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.08 shall be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will and not otherwise permitted under Section 4.08(b) shall reduce the amount available to be made as Restricted Payments under Section 4.08(a). During the first paragraph of Section 4.11 Suspension Period, any obligation to grant Note Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the extent such Restricted Payments were not otherwise permitted Reversion Date shall be suspended. Such obligation to grant Note Guarantees shall be made pursuant to clauses (i) through (ix) of reinstated upon the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zeroif applicable. (d) During Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset to zero. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any period when Suspension Period shall be deemed to be permitted pursuant to Section 4.12(b)(7). Any encumbrance or restriction entered into during the Suspension Period on the ability of any Restricted Subsidiary to take any action described in clauses (1) through (3) of Section 4.09(a) shall be deemed to be permitted pursuant to Section 4.09(b)(1). (e) The Issuer shall provide each of the Trustee and the Holders with prompt written notice of any suspension of the Suspended Covenants are suspendedor the subsequent reinstatement of such Suspended Covenants, the Board of Directors of the Company which may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Datebe given in a filing on XXXXX.

Effectiveness of Covenants. (a) After From and after the Issue Date, following the first day: (i) the Notes have occurrence of an Investment Grade Rating from both of the Ratings Agencies; and Event (ii) no Default has occurred and is continuing under this Indenture; such date, a “Suspension Date”), the Company and its Restricted Subsidiaries will not be subject to Sections Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, 4.13Section 4.16, 4.14, 4.16 Section 4.17 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the commencement of the applicable Suspension Date) and 5.01(a)(iiSection 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time date (each such date, a “Reversion Date”), the Notes’ credit rating of the Notes is downgraded from an Investment Grade Rating by any two Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and again be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an occurrence of a subsequent Investment Grade Rating and no Default or Event of Default is in existence Event. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. c) The period of time between the date occurrence of suspension of the covenants an Investment Grade Rating Event and the Reinstatement its respective Reversion Date is referred to herein as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. ” Calculations made after the Reinstatement a Reversion Date of the amount available to be made as Restricted Payments under pursuant to Section 4.11 4.07 of this Indenture will be made as though Section 4.11 4.07 of this Indenture had been in effect at all times since the Issue Date and throughout the Date, including during any Suspension Period. Accordingly, Restricted Payments made Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will reduce constitute a Default, Event of Default or breach of any kind under this Indenture or the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroNotes. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s its Subsidiaries as Unrestricted Subsidiaries. Additionally, during any Suspension Period, the Holders will be entitled to substantially reduced covenant protection. However, the Company and its Restricted Subsidiaries pursuant will remain subject to all other covenants in this Indenture during any such time, including to Section 4.15 of this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”): (1) the Notes have an Investment Grade Rating from both two of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) . On the Suspension Date, the Excess Proceeds from any Asset Disposition shall be reset at zero. If at any time the Notes’ credit rating is downgraded from Notes cease to have an Investment Grade Rating by any two or more of the Rating AgencyAgencies, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants (the date on which the Company and its Restricted Subsidiaries will thereafter be reinstated as if such covenants had never been suspended (again subject to the Suspended Covenants, the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from two Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from two Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (cb) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted Incurred under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments 4.08(a). Any Affiliate Transaction entered into on or after the Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(6). Any encumbrance or restriction on the first paragraph ability of any Restricted Subsidiary to take any action described in clauses (1) through (3) of Section 4.11 4.12(a) that becomes effective during any Suspension Period shall not be reduced below zero solely as a result deemed to be permitted pursuant to clause (1) of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.12(b). (dc) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (d) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company shall provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (ia “Suspension Date”): (1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be set at zero. In addition, the Note Guarantees will be suspended as of the Suspension Date. If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable with respect to future events pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture)) and the Note Guarantees will be reinstated, unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries, unless such designation would have been permitted if the covenant described under Section 4.07 had been in effect at all times during the Suspension Period. (e) All obligations to grant Note Guarantees shall be reinstated upon the Reinstatement Date. In addition, for the purposes of the covenants described under Sections 4.08 and 4.11, all agreements and arrangements entered into during the Suspension Period and prior to the Reinstatement Date shall be deemed to have been entered into and existing prior to the Issue Date. On and after any Reinstatement Date, the Company and its Subsidiaries pursuant shall be permitted to this Indenture. consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract or consummation thereof would have been permitted during such Suspension Period. (f) The Company shall give provide the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both any two of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “"Suspended Covenants”"). (b) If at any time the Notes’ ' credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “"Reinstatement Date”") and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from any two of the Ratings Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from any two of the Ratings Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “"Suspension Period.”" (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s 's Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If after the Issue Datedate of this Indenture, following the first day: (i1) the Notes have an Investment Grade Rating from both two of the Ratings Agencies; Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture; , then, the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture (collectively, the “Suspended Covenants” and such date shall be the “Suspension Date”): (1) Section 4.15; (2) Section 4.10; (3) Section 4.07; (4) Section 4.09; (5) Section 5.01(4); (6) Section 4.11; and (7) Section 4.08. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended with respect to future events (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes notes subsequently attain an Investment Grade Rating from two of the Ratings Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes notes maintain an Investment Grade RatingRating from two of the Ratings Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”” The Company will notify the Trustee of the commencement or termination of any Suspension Period. (c) On In the Reinstatement Dateevent of any reinstatement, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiiIncurred pursuant to Section 4.09(2) of the definition of “Permitted Indebtedness”. Calculations and all Restricted Payments made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 such reinstatement will be made calculated as though the limitations contained in Section 4.11 4.07 had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly. (d) For purposes of Section 4.08, Restricted Payments made on the Reinstatement Date, any consensual encumbrances or restrictions of the type specified in Section 4.08(1), 4.08(2) or 4.08(3) entered into during the Suspension Period will reduce be deemed to have been in effect on the amount available to be made as Restricted Payments date of this Indenture, so that they are permitted under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses 4.08(1). (ie) through (ix) of the third paragraph For purposes of Section 4.11, provided that the amount available to be made as Restricted Payments on any Affiliate Transaction entered into after the Reinstatement Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the first paragraph benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the date of this Indenture for purposes of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.11(6). (df) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings two Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company Parent and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period (as defined below), the amount of Excess Proceeds will be reset to zero. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any at least two Rating AgencyAgencies, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period”.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) Section 3.3(b)(v). In addition, for purposes of Section 3.8 hereof, all agreements and arrangements entered into by the Parent and any Restricted Subsidiary with an Affiliate of the definition Parent during the Suspension Period prior to such Reinstatement Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of “Permitted Indebtedness”Section 3.6 hereof all contracts entered into during the Suspension Period prior to such Reinstatement Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 3.4 hereof will be made as though such Section 4.11 3.4 had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of such Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. , unless such designation would have complied with Section 3.4 hereof as if such Section 3.4 would have been in effect during such period. (e) The Company shall give deliver to the Trustee prompt written notification an Officer’s Certificate notifying the Trustee of any Reinstatement Date or the beginning commencement of any Suspension Period and certifying that such suspension or any reinstatement complied with the foregoing provisions, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or Reinstatement Date, except to the extent that a Trust Officer has received such Officer’s Certificate. In the case of a Suspension Period such notice shall list the Suspended Covenants. (f) On and after each Reinstatement Date, the Parent and its Subsidiaries may consummate any transactions contemplated by any contract or arrangement entered into in good faith during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”): (1) the Notes have an Investment Grade Rating from both any two of the Ratings three Rating Agencies; and ; (ii2) no Default has occurred and is continuing under this Indenture; and (3) the Issuer has delivered to the Trustee an Officer’s Certificate certifying to the foregoing clauses (1) and (2), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.09, 4.11, 4.134.12, 4.14, 4.14 and 4.16 and 5.01(a)(iiclause (4) of this Indenture Section 5.01(a) (collectively, the “Suspended Covenants”). (b) If at any time after a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from any two of the three Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from any two of the three Rating Agencies and no Default or Event of Default is in existence); provided. Notwithstanding that the Suspended Covenants may be reinstated on and after the Reinstatement Date, however, that (i) no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Dateduring a Suspension Period, in each case regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. period and (ii) on or following a Reinstatement 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. (c) The period of time between (and including) the date of suspension of the covenants Suspension Date and the Reinstatement Date (but excluding the Reinstatement Date) is referred to as the “Suspension Period.” ” The Note Guarantees of the Subsidiary Guarantors (cand not, for the avoidance of doubt, the Note Guarantee of the Company) will be suspended and/or released to the extent applicable under clause (9) of Section 10.06(a) during the Suspension Period. Additionally, upon the occurrence of the Suspension Date, the amount of Excess Proceeds from any Asset Disposition shall be reset at zero. On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under Incurred pursuant to clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout prior to, but not during, the Suspension Period. AccordinglyAny Affiliate Transaction entered into on or after the Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of Section 4.14(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in clauses (1) through (3) of Section 4.12(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.12(b). All Liens created, Restricted Payments incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to have been outstanding on the Closing Date, so that they are classified as permitted under clause (13) of the definition of “Permitted Liens.” All Investments made during the Suspension Period will reduce the amount available be classified to be have been made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses clause (i) through (ix9) of the third paragraph definition of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero“Permitted Investment. (d) ” During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless the Issuer’s Board of Directors would have been able, under the terms of this Indenture. The Company shall give , to designate such Subsidiaries as Unrestricted Subsidiaries if the Trustee prompt written notification of Suspended Covenants were not suspended. (d) Promptly following the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence, but no Default or Event of Default shall occur as a result of the failure to provide such notice. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon request.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: : (i1) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , (the Company occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as an “Investment Grade Rating Event”), then (A) beginning on that date and continuing until the Reversion Date (as defined below) the Issuer and the Subsidiaries will not be subject to the requirements of Section 4.10 (the “Suspended Covenant”) and (B) the Issuer and the Subsidiaries will not be subject to the requirements of Sections 4.07 and 4.08 (the “Terminated Covenants”), and Sections 4.12, 4.13 and 4.14 will apply to the Issuer and the Subsidiaries and become effective from the date of the Investment Grade Rating Event. (b) In the event that the Issuer and the Subsidiaries are not subject to the Suspended Covenant under this Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (ii) 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 the Notes below an Investment Grade Rating, then the Issuer and the Subsidiaries will thereafter (the “Reversion Date”) again be subject to the Suspended Covenant under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii) above. (c) In addition, if (i) an Investment Grade Rating Event has occurred and (ii) the terms of all other First Lien Obligations and Junior Lien Obligations provide that the Liens on the Collateral securing such First Lien Obligations and Junior Lien Obligations shall be, and substantially concurrently are, released, then, beginning on that day and continuing until the earlier of (i) the Reversion Date and (ii) the date any First Lien Obligations or Junior Lien Obligations become secured by any Collateral (the earliest date being the “Reinstatement Date”), the Guarantees shall be released (to the extent the guarantees by the Guarantors of all other First Lien Obligations and Junior Lien Obligations are also released), the Liens on the Collateral securing the Notes and the Notes Obligations shall be released and the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(iiSection 4.11 or clause (i) of this Indenture (collectively, the “Suspended Covenants”)Section 11.04. (bd) If at Upon any time Reinstatement Date, the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyGuarantees, then the Suspended Covenants will thereafter be reinstated Liens on the Collateral securing the Notes and the Notes Obligations, the covenants set forth in Section 4.11 and clause (i) of Section 11.04 (as if such covenants had never been suspended suspended) will thereafter be reinstated, and the Issuer and the Guarantors shall be required to take all such actions to grant a first-priority perfected security interest (subject to Permitted Liens) in all Collateral as security for the “Reinstatement Date”) Notes and the Notes Obligations as required by this Indenture and the Security Documents. In the event of any such reinstatement, no action taken or omitted to be applicable pursuant taken by the Issuer or any of its Subsidiaries prior to such reinstatement with respect to Collateral or, to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with extent the terms of this Indenture), unless and until the Notes subsequently attain an Guarantors were released upon such Investment Grade Rating and no Event, the Guarantees, will give rise to a Default or Event of Default is in existence under this Indenture with respect to Notes. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain e) Promptly following an Investment Grade Rating); providedRating Event, however, that no Default, Event of Default Reversion Date or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset Issuer shall deliver an Officers’ Certificate to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Datestating that such event has occurred.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i) the Notes Securities have an Investment Grade Rating from both at least two of the Ratings Agencies; and and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.6, 3.8 and 5.01(a)(iiSection 5.1(a)(iii) of this Indenture (collectively, the “Suspended Covenants”). ) and will instead be subject to the provisions of Article IV below. If on any subsequent date (bthe “Reinstatement Date”) If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any two or more of the Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default by two or Event more of Default is in existence the Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to during the Reinstatement DateSuspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (cb) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.2(a) or Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant Section 3.2(a) or Section 3.2(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.2(b)(iv)(B). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under in Section 4.11 3.3 will be made as though Section 4.11 the covenants described therein had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(a). (dc) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period shall be classified to have been incurred pursuant to 4.09(a) or one of the clauses set forth under Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Sections 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide each of the Trustee Trustees and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings at least two Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , (such date, the Company “Suspension Date”), the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.1(d), 4.11Section 4.1(e), 4.13Section 4.1(f), 4.14Section 4.1(h), 4.16 Section 4.1(i), Section 4.1(j), and 5.01(a)(iiclause (4) of this Indenture Section 4.3(a) (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any of such Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence from at least two Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from at least two Rating Agencies); provided, however, provided that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company 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 prior to the Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Incurred pursuant to Section 4.1(d)(ii)(2). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.1(f) will be made as though the covenant in Section 4.11 4.1(f) had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.1(f)(i). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give promptly notify the Trustee prompt written notification in writing of the beginning occurrence of any Suspension Period or any pursuant to this Section 4.2. In the absence of such notice, the Trustee may conclusively assume that the Suspended Covenants are in full force and effect. The Issuer shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reinstatement DateDate pursuant to this Section 4.2. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect.

Effectiveness of Covenants. (a) After the Issue The first day (such date, a “Suspension Date, following the first day: ”) on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this the Indenture; , the covenants listed below will be suspended and the Parent, the Company and its their Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.134.13 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence and continuing at such time (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Parent, the Company or nor any of its their 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though the covenant described under Section 4.11 4.04 had been in effect since the 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 4.04(a). Notwithstanding the first paragraph foregoing, no default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Parent will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuer to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given and continuing until the Reversion Date (as defined below), the Issuer and its Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.08; (2) Section 4.09; (3) Section 4.10; (4) Section 4.11; (5) Section 4.12; (6) Section 4.14; (7) Section 4.16 (but only with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the Reversion Date); and (8) Section 5.01(a)(4). (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Indenture or the Notes (or the Guarantees any Note Guarantee) with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will shall be classified to have been incurred pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.10(a) or Section 4.10(b) such Indebtedness shall be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.10(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.08 shall be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will and not otherwise permitted under Section 4.08(b) shall reduce the amount available to be made as Restricted Payments under Section 4.08(a). During the first paragraph of Section 4.11 Suspension Period, any obligation to grant Note Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the extent such Restricted Payments were not otherwise permitted Reversion Date shall be suspended. Such obligation to grant Note Guarantees shall be made pursuant to clauses (i) through (ix) of reinstated upon the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zeroif applicable. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Issuer may not designate any of the Company’s Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give provide each of the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants, which may be given in a filing on XXXXX.

Effectiveness of Covenants. (a) After From and after the Issue Date, following the first day: (i) the Notes have occurrence of an Investment Grade Rating from both of the Ratings Agencies; and Event (ii) no Default has occurred and is continuing under this Indenture; such date, a “Suspension Date”), the Company and its Restricted Subsidiaries will not be subject to Sections Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, 4.13Section 4.16, 4.14, 4.16 Section 4.17 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the commencement of the applicable Suspension Date) and 5.01(a)(iiSection 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time date (each such date, a “Reversion Date”), the Notes’ credit rating of the Notes is downgraded from an Investment Grade Rating by any two Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and again be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an occurrence of a subsequent Investment Grade Rating and no Default or Event of Default is in existence Event. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. c) The period of time between the date occurrence of suspension of the covenants an Investment Grade Rating Event and the Reinstatement its respective Reversion Date is referred to herein as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. ” Calculations made after the Reinstatement a Reversion Date of the amount available to be made as Restricted Payments under pursuant to Section 4.11 4.07 of this Indenture will be made as though Section 4.11 4.07 of this Indenture had been in effect at all times since the Issue Date and throughout the Date, including during any Suspension Period. Accordingly, Restricted Payments made Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will reduce constitute a Default, Event of Default or breach of any kind under this Indenture or the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroNotes. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s its Subsidiaries as Unrestricted Subsidiaries. Additionally, during any Suspension Period, the Holders will be entitled to substantially reduced covenant protection. However, the Company and its Restricted Subsidiaries pursuant will remain subject to all other covenants in this Indenture during any such time, including Section 4.15 of this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and ; (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , and (3) the Company Issuers have delivered to the Trustee an Officer’s Certificate certifying to the foregoing provisions of this paragraph (the occurrence of the events described in the foregoing clauses (1), (2) and (3) being collectively referred to as a “Covenant Suspension Event”), Parent and its Restricted Subsidiaries will shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating on the Notes is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event occurrence of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)a Covenant Suspension Event; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company Parent 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension the occurrence of the covenants a Covenant Suspension Event and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Managing General Partner may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of such Suspended Covenants. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or date of any Covenant Suspension Event, Suspension Period or Reinstatement Date and may rely conclusively on such notice and Officer’s Certificate referred to in Section 4.16(a). The Trustee shall not have any obligation to notify the holders of the occurrence or date of any Covenant Suspension Event, Suspension Period or Reinstatement Date, but may provide a copy of such notice and Officer’s Certificate to any Holder upon request.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuer to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given and continuing until the Reversion Date (as defined below), the Issuer and its Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.08; (2) Section 4.09; (3) Section 4.10; (4) Section 4.11; (5) Section 4.12; (6) Section 4.14; (7) Section 4.16 (but only with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the Reversion Date); and (8) Section 5.01(a)(4). (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Indenture or the Notes (or the Guarantees any Note Guarantee) with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will shall be classified to have been incurred pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.10(a) or Section 4.10(b) such Indebtedness shall be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.10(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.08 shall be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will and not otherwise permitted under Section 4.08(b) shall reduce the amount available to be made as Restricted Payments under Section 4.08(a). During the first paragraph of Section 4.11 Suspension Period, any obligation to grant Note Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the extent such Restricted Payments were not otherwise permitted Reversion Date shall be suspended. Such obligation to grant Note Guarantees shall be made pursuant to clauses (i) through (ix) of reinstated upon the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zeroif applicable. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Issuer may not designate any of the Company’s Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give provide each of the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of such Suspended Covenants, which may be given in a filing on EXXXX. (f) The Issuer shall deliver an Officer’s Certificate to the Trustee, specifying (1) if a Covenant Suspension Event has occurred or has ended and (2) the dates of the commencement or ending of any Suspension Period Period. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event has occurred or ended nor any Reinstatement Dateduty to notify the Holders of any of the foregoing.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: During any period of time that (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture; Indenture (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”), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement as described in Section 4.17(f)) and the Company and its the Restricted Subsidiaries will not be subject to Sections 4.104.08, 4.114.09, 4.134.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date) 4.12, 4.14, 4.16 4.13 and 5.01(a)(ii4.15 and 5.01 (but only with respect to clause (1)(D) of this Indenture Section 5.01(a) and (collectivelyc))(collectively, the “Suspended Covenants”). (b) If at any time In the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will thereafter be reinstated under this Indenture for any period of time as if such covenants had never been suspended a result of the foregoing, and on any subsequent date (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain have an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall then the Company and its Restricted Subsidiaries will thereafter again be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect subject to the Suspended Covenants based on, 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 under this Indenture with respect to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such periodfuture events. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Reversion Date is referred to in this Indenture as the “Suspension Period.” (c) On During a Suspension Period, the Reinstatement Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (d) The Guarantees of the Guarantors other than the Company will be suspended during the Suspension Period; provided that if any Restricted Subsidiary guarantees the payment of any Indebtedness of an Issuer or any Guarantor incurred subsequent to the Suspension Date, then the Company will cause such Restricted Subsidiary to become a Guarantor in accordance with Section 4.09 to the extent required by the terms of such covenant if it were then in effect. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.15. (e) In the event a Reversion Date occurs, no action taken or omitted to be taken by the Company or any Restricted Subsidiary or events occurring prior to the Reversion Date with respect to any of the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; 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 Section 4.08 had been in effect prior to, but not during, the Suspension Period; accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.08(a); (2) all Indebtedness Incurred incurred, or Disqualified 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 will be deemed to be permitted pursuant to Section 4.12(b)(6); (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.13(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.13(b)(1); (5) no Subsidiary of the Company will be required to comply with Section 4.11 after the Reversion Date with respect to any guarantee entered into by such Subsidiary during any Suspension Period; (6) all Liens permitted to be created, incurred or assumed during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is they are classified as permitted under clause (iii9) of the definition of “Permitted IndebtednessLiens”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments ; and (7) all Investments made during the Suspension Period will reduce be deemed to have been outstanding on the amount available to be made Issue Date, so that they are classified as Restricted Payments Permitted Investments permitted under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses clause (i) through (ix5) of the third paragraph definition of Section 4.11, provided “Permitted Investments.” (f) Notwithstanding that the amount available Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to be made as 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 Payments on Subsidiaries will bear any liability for any actions taken or events occurring during the Reinstatement Date Suspension Period, or any actions taken at any time pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely any contractual obligation arising during a Suspension Period, in each case, as a result of such Restricted Payments under Section 4.11. Additionallya 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 Reinstatement action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, the amount of Available Asset Sale Proceeds Company and each Restricted Subsidiary will be reset permitted, without causing a Default or Event of Default, to zerohonor, 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. (dg) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors Guarantees of the Guarantors other than the Company may not designate will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees pursuant to the Section 4.11 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.11). (h) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred or (iii) notify Holders of any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. foregoing. (i) The Company shall give send written notice to the Trustee prompt written notification of upon the beginning commencement of any Suspension Period or the occurrence of any Reinstatement Reversion Date; provided, however, that the failure to so notify the Trustee shall not be a default under this Indenture.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: Business Day on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to Sections 4.103.3, 4.113.4, 4.133.7, 4.143.8, 4.16 3.9, 3.12, 3.14 and 5.01(a)(ii) of this Indenture 4.1(a)(3), (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and thereafter be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default has occurred and is continuing); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.3(a) or one of the clauses set forth in Section 3.3(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.3, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(4)(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under pursuant to Section 4.11 3.4 will be made as though Section 4.11 3.4 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: Date (i) the Notes Securities have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; , and (ii) no Default has occurred and is continuing under this Indenture; Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.8 and 5.01(a)(ii) of this Indenture 4.1 hereof (collectively, the “Suspended Covenants”). (b) If at 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 Notes’ credit foregoing, and on any subsequent date (the “Reinstatement Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating is downgraded from assigned to the Securities below an Investment Grade Rating by any Rating Agencyand/or (2) a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 3.2(a) or Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or Section 3.2(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.2(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.3 shall be made as though the covenants described under such Section 4.11 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give deliver promptly to the Trustee prompt written notification of the beginning an Officer’s Certificate notifying it of any Suspension Period or any Reinstatement Datesuch occurrence under this Section 3.21.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuers to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given (the “Suspension Date”) and its continuing until the Reversion Date (as defined below), the Issuer and the Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.08; (2) Section 4.09; (3) Section 4.10; (4) Section 4.11; (5) Section 4.12; (6) Section 4.14; (7) Section 4.16 (but only with respect to any Restricted Subsidiary that would otherwise be required to become a Guarantor after the Suspension Date and prior to the Reversion Date); and (8) Section 5.01(a)(4). (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Indenture or the Notes (or the Guarantees any Note Guarantee) with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to herein as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred or preferred stock that is Disqualified Stock issued during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (to the extent such Indebtedness or preferred stock that is Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to the Indebtedness or preferred stock incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or preferred stock that is Disqualified Stock would not be so permitted to be incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) such Indebtedness or preferred stock that is Disqualified Stock will be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.10(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the Original Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period and not otherwise permitted under Section 4.08(b) will reduce the amount available to be made as Restricted Payments under Section 4.08(a). During the first paragraph of Section 4.11 Suspension Period, any obligation to grant Note Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Guarantor after the Suspension Date and prior to the extent such Restricted Payments were not otherwise permitted Reversion Date shall be suspended. Such obligation to grant Note Guarantees shall be made pursuant to clauses (i) through (ix) of reinstated upon the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zeroif applicable. (d) During any period when the Suspended Covenants are suspendedSuspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (e) The Trustee shall have no obligation to independently determine or verify if a Covenant Suspension Event has occurred or notify the Board of Directors holders of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning continuance and termination of any Suspension Period Period, or the occurrence of a Reversion Date. The Issuers shall provide written notice to the Trustee of the occurrence of any Reinstatement Reversion Date. The Trustee may provide a copy of any such notice to any holder of Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day after: (i1) the Notes Securities have an Investment Grade Rating from both of the Ratings Agencies; and and (ii2) no Default has occurred and is continuing under this the Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture summarized under Sections 3.3, 3.4, 3.5, 3.6, 3.9, 3.10, 3.20 and clause (3) of Section 4.1 (collectively, the “Suspended Covenants”). (b) . If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Securities attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (ia “Suspension Date”): (1) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.134.11 (but only with respect to any Person that is required to become a Guarantor after such Covenant Suspension Event), 4.12, 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes following any time Suspension Date and, subsequently, either one or both Rating Agencies withdraws its rating or downgrades the Notes’ credit rating is downgraded from an assigned to the Notes below the required Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)existence; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Debt (including any Acquired Debt) Incurred during the Suspension Period will be classified to have been Incurred or issued pursuant to Section 4.09(a) or, at the Company’s option, pursuant to one of the clauses set forth in the definition of “Permitted Debt” (in each case, to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Debt would not be so permitted to be Incurred pursuant to Section 4.09, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as or permitted under clause (iii4) of the definition of “Permitted Indebtedness”. Debt.” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 such covenant had been in effect since from the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.08(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. (e) Promptly following the occurrence of any Covenant Suspension Event or Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Company Trustee shall give have no obligation to independently determine or verify if a Covenant Suspension Event or Reinstatement Date has occurred or notify the Holders of any Covenant Suspension Event or Reinstatement Date. The Trustee prompt written notification may provide a copy of such Officers’ Certificate to any Holder of the beginning of any Suspension Period or any Reinstatement DateNotes upon written request.

Effectiveness of Covenants. Following the first day on which: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and and (iib) no Default has occurred and is continuing under this the Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.106.06, 4.116.07, 4.136.08, 4.146.10, 4.16 6.11, 6.12, 6.13, and 5.01(a)(iiclause (3) of Section 4.02 of this Third Supplemental Indenture (collectively, the “Suspended Covenants”). (b) . If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and thereafter be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default has occurred and is continuing); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) ” On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 6.06(a) of this Third Supplemental Indenture or one of the clauses set forth in Section 6.06(b) of this Third Supplemental Indenture (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the Section 6.06(a) or (b) of this Third Supplemental Indenture, such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4)(b) of the definition Section 6.06(b) of “Permitted Indebtedness”this Third Supplemental Indenture. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 6.08 of this Third Supplemental Indenture shall be made as though Section 4.11 6.08 of this Third Supplemental Indenture had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix6.08(a) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11this Third Supplemental Indenture. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this the Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If after the Issue Date, following the first day: Date (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; , (A) the Company Company, the Issuer and its the Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.11, 3.18, 4.1(a)(iv) and 5.01(a)(ii4.2(a)(iv) of this Indenture (collectively, the “Suspended Covenants”)) and (B) the Issuer may elect to suspend the Note Guarantees and release any or all of the Collateral from the Liens securing the Notes and the Note Guarantees. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then (i) the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)Rating and no Default or Event of Default is in existence) and (ii) the Note Guarantees shall thereafter be reinstated and any Collateral that was released from Liens securing the Notes and the Note Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Notes and the Note Guarantees in accordance with the Collateral Agreement, the provisions of Section 3.17 and this Indenture; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Notes, the Note Guarantees or the Guarantees any Collateral Document with respect to the Suspended Covenants (and any election to suspend the Note Guarantees and/or release any or all of the Collateral from the Liens securing the Notes and the Note Guarantees) based on, and none of the Issuer, the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 3.3(a) or one of the clauses (other than clause (xix), which shall be deemed unused as of such date) set forth in Section 3.3(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.3(a) or one of the clauses (other than clause (xix), which shall be deemed unused as of such date) set forth in Section 3.3(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(v). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted under Section 3.4(b) shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, 3.4(a); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, events during the Suspension Period that would have increased the amount available to be made as Restricted Payments if not for the suspension of such covenants shall increase the amount available to be made as Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(v). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 3.4(a) to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (iSection 3.4(b)(i) through (ix) of the third paragraph of Section 4.11, xvii); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give deliver to the Trustee prompt written notification an Officers’ Certificate notifying the Trustee of any Reinstatement Date or the beginning commencement of any Suspension Period, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or any Reinstatement Date, except to the extent that a Trust Officer has received such Officers’ Certificate.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: (i) the Notes have an Investment Grade Ratings from two of three Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; Indenture (the Company occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on such date and continuing until the Reversion Date, the Issuer and its Restricted Subsidiaries will shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture (collectively, the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15, clause (4) of Section 5.01(a) and Section 5.01(c). (b) If at In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the Notes’ credit foregoing, and on any subsequent date (the “Reversion Date”) the rating assigned to the Notes by two of three of the Rating Agencies is downgraded from below an Investment Grade Rating by any Rating AgencyRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will thereafter be reinstated with respect to future events. (c) 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 in this description as if such covenants had never been suspended (the “Reinstatement Date”) and Suspension Period.” The Note Guarantees of the Guarantors will be suspended and/or released during the Suspension Period; provided that, such Note Guarantee shall not be released for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities, in which case, such Note Guarantees will continue during the applicable pursuant Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by the terms Issuer or any of this Indenture (including in connection with performing any calculation or assessment its Restricted Subsidiaries prior to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no such reinstatement will give rise to a Default or Event of Default is in existence (in which event with respect to the Suspended Covenants under this Indenture; provided that, (1) with respect to Restricted Payments made on or after the Reversion Date and the capacity to make Restricted Payments, the amount of Restricted Payments made and the capacity to make Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period) and accordingly, Restricted Payments made or deemed to be made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07, including clause (2) of Section 4.07(a), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be deemed to have been incurred or issued pursuant to clause (j) of the second paragraph of Section 4.09, (3) no Subsidiaries shall no longer be designated as Unrestricted Subsidiaries during any Suspension Period, unless such designation would have complied with Section 4.07 as if such covenant was in effect for the purposes of designating Unrestricted Subsidiaries from the Issue Date to the date of such time designation, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (e) of the second paragraph of Section 4.11, (5) 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 the first paragraph of Section 4.08 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of the second paragraph of Section 4.08 and (6) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified as having been made pursuant to clause (f) of the definition of “Permitted Investments.” On the Reversion Date, the amount of Excess Proceeds shall be reset at zero. Upon any Reversion Date, the obligation to grant Note Guarantees pursuant to Section 4.15 will be reinstated and such Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of such covenant, such that a Restricted Subsidiary shall have 60 days from such Reversion Date to provide a Note Guarantee that would have been required to have been provided during the Suspension Period had such covenant not been suspended. (d) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens permitted 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 “Permitted Liens” definition and for no other covenant). (e) Notwithstanding that the Notes maintain an Investment Grade Rating); providedSuspended Covenants may be reinstated after the Reversion Date, however, that (1) no Default, Event of Default or breach of any kind shall will be deemed to exist or have occurred under this Indenturethe Notes, the Notes Note Guarantees or the Guarantees this Indenture with respect to the Suspended Covenants based onCovenants, and none of the Company Issuer or any of its Subsidiaries shall bear any liability for, for any actions taken or events occurring during the Suspension Period (including any Limited Condition Transaction entered into during the Suspension Period), or any actions taken at any time pursuant to any contractual obligation entered into or arising prior during any Suspension Period, in each case as a result of a failure to comply with the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date(or, so that it is classified as permitted under clause (iii) upon termination of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11or after that time, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionallyany action taken or event that occurred during the Suspension Period), upon any Reinstatement and (2) following a Reversion Date, the amount of Available Asset Sale Proceeds Issuer and each Restricted Subsidiary will be reset permitted, without causing a Default or Event of Default, to zerohonor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby (including any Limited Condition Transaction entered into during the Suspension Period). (df) During The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any period when such occurrence under this Section 4.16. The Trustee shall have no duty to monitor, inquire as to or ascertain compliance with the Suspended Covenants are suspended, the Board of Directors covenants described above or to determine whether a Covenant Suspension Event or Reversion Date has occurred or notify Holders of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Datesame.

Effectiveness of Covenants. (a) After the Issue The first day (such date, a “Suspension Date, following the first day: ”) on which: (i1) the Notes Securities have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this the Indenture; , the covenants listed below will be suspended and the Parent, the Company and its their Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.134.13 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the NotesSecurities’ credit rating is downgraded from below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence and continuing at such time (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade RatingRating from both of the Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes Securities or the Security Guarantees with respect to the Suspended Covenants based on, and none of the Parent, the Company or nor any of its their 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Bridge Loan Closing Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though Section 4.11 4.04 had been in effect since the Issue Bridge Loan Closing 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 4.04(a). Notwithstanding the first paragraph foregoing, no default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Parent will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Securities upon written request.

Effectiveness of Covenants. (a) After If after the Issue Date, following the first day: Date (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.7, 4.143.9, 4.16 3.10, 3.13, 3.14 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 3.3(a) or one of the clauses set forth in Section 3.3(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.3(a) or 3.3(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(v). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i) the Notes Securities have an Investment Grade Rating from both at least two of the Ratings Agencies; and and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.6, 3.8 and 5.01(a)(iiSection 5.1(a)(iii) of this Indenture (collectively, the “Suspended Covenants”). (b) and will instead be subject to the provisions of Article IV below. If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any two or more of the Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default by two or Event more of Default is in existence the Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Securities attain Investment Grade Rating from two or more of the Ratings Agencies and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If after the Issue Date, following the first day: Date (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; Indenture then, beginning on that day, the Company Issuer and its Restricted Subsidiaries will shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.144.15, 4.16 and 5.01(a)(ii) of this Indenture 5.01(a)(4), (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Collateral Documents, the Intercreditor Agreement, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the any Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising after commencement of a Suspension Period and prior to the immediately following Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period periods of time between the date of suspension of the covenants and the immediately following Reinstatement Date is are each referred to as the a “Suspension Period.” (c) On the a Reinstatement Date, all Indebtedness Incurred during the immediately preceding Suspension Period will shall be classified to have been Incurred pursuant to Section 4.09(a) or (b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or one of the clauses set forth in (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(3). Calculations made after the a Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the immediately preceding Suspension Period. Accordingly, Restricted Payments made during the such Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph Section 4.07(a). However, no Default or Event of Section 4.11 Default will be deemed to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely have occurred as a result of such the Reinstatement Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuer or any of the Restricted Payments under Section 4.11. Additionally, upon any Subsidiaries during the Suspension Period (other than agreements to take actions after the Reinstatement Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero). (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If after the Issue Datedate of this Indenture, following the first day: (i1) the Notes have an Investment Grade Rating from both two of the Ratings Agencies; Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture; , then, the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.15; and (7) Section 5.01(b)(4). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended with respect to future events (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from two of the Ratings Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from two of the Ratings Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”” The Company will notify the Trustee of the commencement or termination of any Suspension Period. (c) On In the event of any reinstatement, all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.09(b)(2) hereof and all Restricted Payments made after such reinstatement 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. (d) For purposes of Section 4.08 hereof, on the Reinstatement Date, all Indebtedness Incurred any consensual encumbrances or restrictions of the type specified in Section 4.08(a)(1), 4.08(a)(2) or 4.08(a)(3) hereof entered into during the Suspension Period will be deemed to have been outstanding in effect on the Issue Datedate of this Indenture, so that it is classified as they are permitted under clause Section 4.08(a) hereof. (iiie) For purposes of the definition of “Permitted Indebtedness”. Calculations made Section 4.11 hereof, any Affiliate Transaction entered into after the Reinstatement Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made Company entered into during the Suspension Period will reduce be deemed to have been in effect as of the amount available to be made as Restricted Payments under the first paragraph date of this Indenture for purposes of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i4.11(b)(6) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zerohereof. (df) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries of the Company as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuer to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given and continuing until the Reversion Date (as defined below), the Issuer and its Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.15; (8) Section 5.01(a)(4); and (9) any provision contained in Section 4.16, requiring compliance with any test for the incurrence of Indebtedness or Restricted Payments or Permitted Investment capacity. (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will shall be classified to have been incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.09(a) or Section 4.09(b) such Indebtedness shall be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will and not otherwise permitted under Section 4.07(b) shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). During the first paragraph of Section 4.11 Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give provide each of the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period such Suspended Covenants, which may be given in a filing on XXXXX or any Reinstatement DateSedar.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i) the Notes have an Investment Grade Rating from both of the Ratings at least two Rating Agencies; and and (ii) no Default or Event of Default has occurred and is continuing under this Indenture; , (such date, the Company “Suspension Date”), the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.1(d), 4.11Section 4.1(e), 4.13Section 4.1(f), 4.14Section 4.1(h), 4.16 Section 4.1(i), and 5.01(a)(iiclause (iv) of this Indenture Section 4.3(a) (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any of such Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence from at least two Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from at least two Rating Agencies); provided, however, provided that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company 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 prior to the Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Incurred pursuant to Section 4.1(d)(ii)(2). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.1(f) will be made as though the covenant in Section 4.11 4.1(f) had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.1(f)(i). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give promptly notify the Trustee prompt written notification in writing of the beginning occurrence of any Suspension Period or any pursuant to this Section 4.2. In the absence of such notice, the Trustee may conclusively assume that the Suspended Covenants are in full force and effect. The Issuer shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reinstatement DateDate pursuant to this Section 4.2. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”) on which: (1) the Notes Securities have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.10, 4.114.12 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”), subject to Section 4.08(b). (b) If at any time subsequent to a Suspension Date the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event occurrence of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)a subsequent Suspension Date; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Security Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the period of time between the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to Date and the Reinstatement DateDate (such period, the “Suspension Period”), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date. To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though the covenant described under Section 4.11 4.04 had been in effect since the 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 4.04(a). Notwithstanding the first paragraph foregoing, no Default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) For purposes of determining compliance with Section 4.06, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.06 will be deemed to be reset to zero on the Reinstatement Date. In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered pursuant to Section 4.07(b)(4), and for purposes of Section 4.05, 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 pursuant to Section 4.05(3)(D). In addition, without causing a Default or Event of Default, the Company and its Restricted Subsidiaries shall be permitted to honor any contractual commitments to take actions following a Reinstatement Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. (e) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may will not be entitled to designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (f) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee will provide a copy of such Officers’ Certificate to any Holder of the Securities upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following ‌ Following the first day: day on which (i1) the Notes have an Investment Grade Rating from both of the Ratings Agencies; , and (ii2) no Default has occurred and is continuing under this Indenture; , the Company Issuer and its Restricted Subsidiaries will not be subject to Sections 4.10the Suspended Covenants. Additionally, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) upon the commencement of this Indenture (collectivelya Suspension Period, the “Suspended Covenants”). (b) amount of Excess Collateral Proceeds and excess proceeds will be reset to zero. If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the each Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Sections 4.09(a) or 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii6) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.07 will be made as though the covenant described under Section 4.11 4.07 had been in effect since the 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 the first paragraph of Section 4.11 4.07(a) to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i1) through (ix19) of the third paragraph of Section 4.11, 4.07(b); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 4.07(a) shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.114.07. AdditionallyFor the purposes of the covenant contained in Section 4.10, upon any on the Reinstatement Date, the Excess Collateral Proceeds amount of Available Asset Sale Proceeds will be reset to zero. (d) . During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After From and after the Issue Date, following the first day: (i) the Notes have occurrence of an Investment Grade Rating from both of Event, the Ratings Agencies; Issuers and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not no longer be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture Indenture: Sections 4.07, 4.08, 4.09, 4.10 (but only with respect to Asset Sales of non-Collateral), 4.11 and 5.01(a)(4) (collectively, the “Suspended Covenants”). (b) If at any time date (each such date, a “Reversion Date”) the Notes’ credit rating of the Notes is downgraded from an Investment Grade Rating by any either Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and again be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an occurrence of a subsequent Investment Grade Rating and no Default or Event of Default is in existence Event. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. c) The period of time between the date occurrence of suspension of the covenants an Investment Grade Rating Event and the Reinstatement Reversion Date is referred to in this Indenture as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. ” Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 4.07 will be made as though Section 4.11 4.07 had been in effect at all times since the Issue Date and throughout the Date, including during any Suspension Period. Accordingly, Restricted Payments made Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will reduce constitute a Default, Event of Default or breach of any kind under this Indenture or the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroNotes. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s its Subsidiaries as Unrestricted Subsidiaries Subsidiaries. (e) The Company, in an Officers’ Certificate, shall promptly provide the Trustee written notice of any suspension of covenants pursuant to this IndentureSection 4.17 or any Reversion Date. The Company shall give Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the Trustee prompt written notification impact of actions taken during the beginning of any Suspension Period on the Issuers’ future compliance with their covenants or (iii) notify the Holders of a suspension of covenants pursuant to this Section 4.17 or any Reinstatement Reversion Date.

Effectiveness of Covenants. (a) After The first day after the Issue Escrow Release Date (such date, a “Suspension Date, following the first day: ”) on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this the Indenture; , the covenants listed below will be suspended and the Parent, the Company and its their Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.134.13 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence and continuing at such time (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Parent, the Company or nor any of its their 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though the covenant described under Section 4.11 4.04 had been in effect since the 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 4.04(a). Notwithstanding the first paragraph foregoing, no default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Parent will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (ia “Suspension Date”): (1) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes following any time Suspension Date and, subsequently, either one or both Rating Agencies withdraws its rating or downgrades the Notes’ credit rating is downgraded from an assigned to the Notes below the required Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)existence; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Debt Incurred during the Suspension Period will be classified to have been Incurred or issued pursuant to Section 4.09(a) or, at the Company’s option, pursuant to one of the clauses set forth in the definition of “Permitted Debt” (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and subject to Section 4.09. To the extent such Debt would not be so permitted to be Incurred pursuant to Section 4.09, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as or permitted under clause (iii4) of the definition of “Permitted IndebtednessDebt.”. (d) Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 such covenant had been in effect since from the 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 the first paragraph of Section 4.11 4.08(a), subject to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroexceptions set forth therein. (de) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (f) For the Trustee prompt written notification purposes of Section 4.15, on the beginning Reinstatement Date, the amount of Excess Proceeds, if any, will be reset to zero. (g) Promptly following the occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day after: (i1) the Notes Securities have an Investment Grade Rating from both of the Ratings Agencies; and and (ii2) no Default has occurred and is continuing under this the Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture summarized under Sections 3.3 , 3.4 , 3.5 , 3.6 , 3.9 , 3.10 , 3.20 and clause (3) of Section 4.1 (collectively, the “Suspended Covenants”). (b) . If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Securities attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (1) Following the first day (such date, a “Suspension Date”) that: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (iib) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.09, 4.11, 4.134.12, 4.144.15, 4.16 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date) and 5.01(a)(ii5.01(2) of this Indenture (collectively, the “Suspended Covenants”). (b2) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c3) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.08(a) of (including Permitted Indebtedness) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant Section 4.08 (including Permitted Indebtedness) such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”. .” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.09 will be made as though Section 4.11 4.09 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.09(a). (d4) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (5) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.115.01(a)(4), 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture 4.14 (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.08(a) or one of the clauses set forth in Section 4.08(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.08(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.08(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.06 will be made as though Section 4.11 4.06 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.06(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide an Officers’ Certificate to the U.S. Trustee prompt written notification upon the occurrence of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; the Company Company, Parent and its Parent’s Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.134.15, 4.14, 4.16 5.01(a)(4) and 5.01(a)(ii5.01(b)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company Company, Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above , or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” ; provided, further, that (c1) On the Reinstatement Date, all Indebtedness Incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period period when the Suspended Covenants are suspended will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under clause incurred or issued pursuant Section 4.09(b)(2) and (iii2) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, such reinstatement the amount of Available Asset Sale Excess Proceeds will from Net Proceeds shall be reset to at zero. (dc) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After From and after the Issue Date, following the first day: (i) the Notes have occurrence of an Investment Grade Rating from both of Event, the Ratings Agencies; Issuers and (ii) no Default has occurred and is continuing under this Indenture; the Company and its their Restricted Subsidiaries will not no longer be subject to the following provisions of this Indenture: Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.11 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time date (each such date, a “Reversion Date”) the Notes’ credit rating of the Notes is downgraded from an Investment Grade Rating by any either Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and again be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an occurrence of a subsequent Investment Grade Rating and no Default or Event of Default is in existence Event. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. c) The period of time between the date occurrence of suspension of the covenants an Investment Grade Rating Event and the Reinstatement Reversion Date is referred to in this Indenture as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. ” Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 4.07 will be made as though Section 4.11 4.07 had been in effect at all times since the Issue Date and throughout the Date, including during any Suspension Period. Accordingly, Restricted Payments made Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will reduce constitute a Default, Event of Default or breach of any kind under this Indenture or the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroNotes. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s its Subsidiaries as Unrestricted Subsidiaries Subsidiaries. (e) The Company, in an Officers’ Certificate, shall promptly provide the Trustee written notice of any suspension of covenants pursuant to this IndentureSection 4.16 or any Reversion Date. The Company shall give Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the Trustee prompt written notification impact of actions taken during the beginning of any Suspension Period on the Issuers’ future compliance with their covenants or (iii) notify the Holders of a suspension of covenants pursuant to this Section 4.16 or any Reinstatement Reversion Date.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.03, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time In the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Company and the Notes or the Guarantees with respect Restricted Subsidiaries are not subject to the Suspended Covenants based on, and none of the Company or for 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension as a result of the covenants foregoing, and on any subsequent date (the ‘‘Reversion Date’’) the condition set forth in 4.23(a)(i) is no longer satisfied, then the Company and the Reinstatement Date is referred Restricted Subsidiaries will thereafter again be subject to as the “Suspension PeriodSuspended Covenants with respect to future events.” (c) On the Reinstatement each Reversion Date, all Indebtedness Debt Incurred during such time as the covenants referenced in Section 4.24(a) are suspended (a “Suspension Period Period”) prior to such Reversion Date will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiibe Debt Incurred pursuant to Section 4.11(b)(8) hereof. For purposes of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of calculating the amount available to be made as Restricted Payments under Section 4.11 will 4.09(a)(3) hereof, calculations under such covenant shall be made as though Section 4.11 such covenant had been in effect since the Issue Date and throughout during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to Section 4.09(b), or permitted under Section 4.09(b)(1), (10) and (12), will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) 4.09(a)(3). For purposes of the third paragraph of Section 4.115.01 hereof, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Excess Proceeds will be reset to zerothe amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. , unless such designation would have complied with Section 4.09 hereof as if such Section 4.09 would have been in effect during such period. (e) The Company shall give deliver to the Trustee prompt written notification an Officers’ Certificate notifying the Trustee of any Reversion Date or the beginning commencement of any Suspension Period and certifying that such suspension or any Reinstatement reinstatement complied with the foregoing provisions, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or Reversion Date, except to the extent that a Trust Officer has received such Officers’ Certificate. In the case of a Suspension Period such notice shall list the Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period (as defined below), the amount of Excess Proceeds will be reset to zero. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period”.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) Section 3.3(b)(iv). In addition, for purposes of Section 3.8 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the definition Company during the Suspension Period prior to such Reinstatement Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of “Permitted Indebtedness”Section 3.6 hereof all contracts entered into during the Suspension Period prior to such Reinstatement Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 3.4 hereof will be made as though such Section 4.11 3.4 had been in effect since the 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 the first paragraph of such Section 4.11 3.4 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ixxix) of the third paragraph of Section 4.11, 3.4(b) hereof; provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeromade during a Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. , unless such designation would have complied with Section 3.4 hereof as if such Section 3.4 would have been in effect during such period. (e) The Company shall give deliver to the Trustee prompt written notification an Officer’s Certificate notifying the Trustee of any Reinstatement Date or the beginning commencement of any Suspension Period and certifying that such suspension or any reinstatement complied with the foregoing provisions, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or Reinstatement Date, except to the extent that a Trust Officer has received such Officer’s Certificate. In the case of a Suspension Period such notice shall list the Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (ia “Suspension Date”): (1) the Notes have an achieved Investment Grade Rating from both of the Ratings AgenciesStatus; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes following any time Suspension Date and, subsequently, the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Rating by any Rating AgencyStatus, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an achieve Investment Grade Rating Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)existence; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Debt Incurred during the Suspension Period will be classified to have been Incurred or issued pursuant to Section 4.09(a) or, at the Company’s option, pursuant to one of the clauses set forth in the definition of “Permitted Debt” (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and subject to Section 4.09. To the extent such Debt would not be so permitted to be Incurred pursuant to Section 4.09, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of “Permitted IndebtednessDebt.”. (d) Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 such covenant had been in effect since from the 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 the first paragraph of Section 4.11 4.08(a), subject to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroexceptions set forth therein. (de) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (f) For the Trustee prompt written notification purposes of Section 4.15, on the beginning Reinstatement Date, the amount of Excess Proceeds, if any, will be reset to zero. (g) Promptly following the occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (i) such date, a “Suspension Date”): the Notes have an Investment Grade Rating from both two of the Ratings Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) . On the Suspension Date, the Excess Proceeds from any Asset Disposition shall be reset at zero. If at any time the Notes’ credit rating is downgraded from Notes cease to have an Investment Grade Rating by any two or more of the Rating AgencyAgencies, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants (the date on which the Company and its Restricted Subsidiaries will thereafter be reinstated as if such covenants had never been suspended (again subject to the Suspended Covenants, the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from two Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from two Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) ” On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted Incurred under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments 4.08(a). Any Affiliate Transaction entered into on or after the Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(6). Any encumbrance or restriction on the first paragraph ability of any Restricted Subsidiary to take any action described in clauses (1) through (3) of Section 4.11 4.12(a)) that becomes effective during any Suspension Period shall not be reduced below zero solely as a result deemed to be permitted pursuant to clause (1) of such Restricted Payments under Section 4.114.12(b). Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company shall provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: Business Day on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings AgenciesRating; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to the provisions Sections 4.104.07, 4.114.08, 4.134.09, 4.14, 4.16 4.10 and 5.01(a)(ii) of this Indenture 4.13 (collectively, the “"Suspended Covenants”"). (b) . If at any time the Notes’ ' credit rating is downgraded from an Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter shall be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and shall be applicable enforceable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenturehereunder, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, on any actions taken or events occurring during after the Suspension Period Notes attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of Without limitation, at any time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement DateSuspended Covenants are reinstated, all Indebtedness Incurred incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period time when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant had been suspended shall be deemed to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Datebe Existing Indebtedness.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period (as defined below), the amount of Excess Proceeds will be reset to zero. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Notes, the Subsidiary Guarantees or any of the Guarantees Collateral Documents with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period”.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(v). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 3.4(a) to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (iSection 3.4(b)(i) through (ix) of the third paragraph of Section 4.11, xvi); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeromade during a Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give deliver to the Trustee prompt written notification an Officers’ Certificate notifying the Trustee of any Reinstatement Date or the beginning commencement of any Suspension Period and certifying that such suspension or any reinstatement complied with the foregoing provisions, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or Reinstatement Date, except to the extent that a Trust Officer has received such Officers’ Certificate. In the case of a Suspension Period such notice shall list the Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon notice by the Issuers to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the Company day such notice is given (the “Suspension Date”)and continuing until the Reversion Date (as defined below), the Issuer and its the Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.08; (2) Section 4.09; (3) Section 4.10; (4) Section 4.11; (5) Section 4.12; (6) Section 4.14; (7) Section 4.16 (but only with respect to any Restricted Subsidiary that would otherwise be required to become a Guarantor after the Suspension Date and prior to the Reversion Date); and (8) Section 5.01(a)(4). (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, Indenture or the Notes (or the Guarantees any Note Guarantee) with respect to the Suspended Covenants based on, and none of the Company Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to herein as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred or preferred stock that is Disqualified Stock issued during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (to the extent such Indebtedness or preferred stock that is Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to the Indebtedness or preferred stock incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or preferred stock that is Disqualified Stock would not be so permitted to be incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) such Indebtedness or preferred stock that is Disqualified Stock will be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.10(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period and not otherwise permitted under Section 4.08(b) will reduce the amount available to be made as Restricted Payments under Section 4.08(a). During the first paragraph of Section 4.11 Suspension Period, any obligation to grant Note Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Guarantor after the Suspension Date and prior to the extent such Restricted Payments were not otherwise permitted Reversion Date shall be suspended. Such obligation to grant Note Guarantees shall be made pursuant to clauses (i) through (ix) of reinstated upon the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zeroif applicable. (d) During any period when the Suspended Covenants are suspendedSuspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (e) The Trustee shall have no obligation to independently determine or verify if a Covenant Suspension Event has occurred or notify the Board of Directors holders of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning continuance and termination of any Suspension Period Period, or the occurrence of a Reversion Date. The Issuers shall provide written notice to the Trustee of the occurrence of any Reinstatement Reversion Date. The Trustee may provide a copy of any such notice to any holder of Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings at least two Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , (such date, the Company “Suspension Date”), the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.10the provisions of ‎Section 4.1(d), 4.11‎Section 4.1(e), 4.13‎Section 4.1(f), 4.14‎Section 4.1(h), 4.16 ‎Section 4.1(i), ‎Section 4.1(j), and 5.01(a)(iiclause (4) of this Indenture ‎Section 4.3(a) (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any of such Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence from at least two Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from at least two Rating Agencies); provided, however, provided that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company 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 prior to the Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed classified to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Incurred pursuant to ‎Section 4.1(d)(ii)(2). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 ‎Section 4.1(f) will be made as though Section 4.11 the covenant in ‎Section 4.1(f) had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero‎Section 4.1(f)(i). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Issuer may not designate any of the CompanyIssuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give promptly notify the Trustee prompt written notification in writing of the beginning occurrence of any Suspension Period or any pursuant to this ‎Section 4.2. In the absence of such notice, the Trustee may conclusively assume that the Suspended Covenants are in full force and effect. The Issuer shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reinstatement DateDate pursuant to this ‎Section 4.2. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”) on which: (1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to any Person that is required to become Guarantor after the date of the commencement of the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(iiSection 5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies, and no Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Sections 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.08(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10 and 5.01(a)(ii4.1(a)(iv) of this Indenture (collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period (as defined below), the amount of Excess Proceeds will be reset to zero. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.3(b)(v). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 3.4(a) to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (iSection 3.4(b)(i) through (ix) of the third paragraph of Section 4.11, xvii); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.4. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give deliver to the Trustee prompt written notification an Officers’ Certificate notifying the Trustee of any Reinstatement Date or the beginning commencement of any Suspension Period, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or any Reinstatement Date, except to the extent that a Trust Officer has received such Officers’ Certificate.

Effectiveness of Covenants. (a) After the Issue Date, following From and after the first day: day on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , (the Company occurrence of the events described in the foregoing clauses (1) and its (2) being collectively referred to as a “Covenant Suspension Event”) Parent and the Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(iiSection 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Notes Guarantees with respect to the Suspended Covenants based on, and none of the Company Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or Section 4.09(b) or one of the clauses set forth in Section 4.09(c) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a), Section 4.09(b) or Section 4.09(c), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii2) of the definition of “Permitted Indebtedness”Section 4.09(c). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.07 will be made as though Section 4.11 4.07 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Parent may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company Issuer shall give the Trustee prompt written notification of the beginning notice of any Covenant Suspension Period Event within five Business Days after such Covenant Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reinstatement Date not later than five Business Days after such Reinstatement Date. Absent such written notice the Trustee shall be entitled to assume that no Covenant Suspension Event or the occurrence of any Reinstatement DateDate has occurred.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: (i) the Notes have an Investment Grade Ratings from two of three Rating from both of the Ratings Agencies; Agencies and (ii) no Default has occurred and is continuing under this Indenture; Indenture (the Company occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on such date and continuing until the Reversion Date, the Issuer and its Restricted Subsidiaries will shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture (collectively, the “Suspended Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15, clause (iv) of Section 5.01(a) and Section 5.01(c). (b) If at In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the Notes’ credit foregoing, and on any subsequent date (the “Reversion Date”) the rating assigned to the Notes by two of three of the Rating Agencies is downgraded from below an Investment Grade Rating by any Rating AgencyRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will thereafter be reinstated with respect to future events. (c) 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 in this description as if such covenants had never been suspended (the “Reinstatement DateSuspension Period”) and . In the event of any reinstatement, no action taken or omitted to be applicable pursuant taken by the Issuer or any of its Restricted Subsidiaries prior to the terms of this Indenture (including in connection with performing any calculation or assessment such reinstatement will give rise to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no a Default or Event of Default is in existence (in which event with respect to the Suspended Covenants under this Indenture; provided that, (1) with respect to Restricted Payments made on or after the Reversion Date and the capacity to make Restricted Payments, the amount of Restricted Payments made and the capacity to make Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period) and accordingly, Restricted Payments made or deemed to be made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07, including clause (2) of Section 4.07(a), (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be deemed to have been incurred or issued pursuant to clause (j) of the second paragraph of Section 4.09, (3) no Subsidiaries shall no longer be designated as Unrestricted Subsidiaries during any Suspension Period, unless such designation would have complied with Section 4.07 as if such covenant was in effect for the purposes of designating Unrestricted Subsidiaries from the Issue Date to the date of such time designation, (4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (e) of the second paragraph of Section 4.11, (5) 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 the first paragraph of Section 4.08 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of the second paragraph of Section 4.08 and (6) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified as having been made pursuant to clause (f) of the definition of “Permitted Investments”. 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 permitted under Section 4.12 (including 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 “Permitted Liens” definition and for no other covenant). (e) Notwithstanding that the Notes maintain an Investment Grade Rating); providedSuspended Covenants may be reinstated after the Reversion Date, however, that (1) no Default, Event of Default or breach of any kind shall will be deemed to exist or have occurred under this Indenturethe Notes, the Notes Note Guarantees or the Guarantees this Indenture with respect to the Suspended Covenants based onCovenants, and none of the Company Issuer or any of its Subsidiaries shall bear any liability for, for any actions taken or events occurring during the Suspension Period (including any Limited Condition Transaction entered into during the Suspension Period), or any actions taken at any time pursuant to any contractual obligation entered into or arising prior during any Suspension Period, in each case as a result of a failure to comply with the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date(or, so that it is classified as permitted under clause (iii) upon termination of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11or after that time, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionallyany action taken or event that occurred during the Suspension Period), upon any Reinstatement and (2) following a Reversion Date, the amount of Available Asset Sale Proceeds Issuer and each Restricted Subsidiary will be reset permitted, without causing a Default or Event of Default, to zerohonor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby (including any Limited Condition Transaction entered into during the Suspension Period). (df) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant The Issuer shall deliver promptly to this Indenture. The Company shall give the Trustee prompt written notification of the beginning an Officer’s Certificate notifying it of any Suspension Period or any Reinstatement Datesuch occurrence under this Section 4.16.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) At any time after the Notes have an received Investment Grade Ratings from two Rating from both Agencies (a “Covenant Suspension Event”), upon written notice by the Company to the Trustee certifying that a Covenant Suspension Event has occurred and that at the time of the Ratings Agencies; and (ii) giving of such notice no Default has occurred and is continuing under this Indenture; Indenture (a “Covenant Suspension Event Notice”), then, beginning on the day such notice is given and continuing until the Reversion Date (as defined below), the Company and its Restricted Subsidiaries will shall not be subject to the following Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.15; (8) Section 5.01(a)(4); and (9) any provision contained in Section 4.16, requiring compliance with any test for the incurrence of Indebtedness or Restricted Payments or Permitted Investment capacity. (b) If at any time the Notes’ credit rating is downgraded from an Notes cease to have Investment Grade Ratings from two Rating by any Rating AgencyAgencies, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until a subsequent Covenant Suspension Event occurs and a Covenant Suspension Event Notice is delivered to the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence Trustee (in which event the Suspended Covenants shall no longer be in effect for such time that unless and until the Notes maintain an cease to have such Investment Grade RatingRatings from two Rating Agencies); provided, however, that no Default, Default or Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Reversion Date is referred to as the “Suspension Period.” (c) On the Reinstatement Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will shall be classified to have been incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.09(a) or Section 4.09(b) such Indebtedness shall be deemed to have been outstanding on the Issue DateExisting Indebtedness, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(2). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will and not otherwise permitted under Section 4.07(b) shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). During the first paragraph of Section 4.11 Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Reversion Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide each of the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period such Suspended Covenants, which may be given in a filing on XXXXX or any Reinstatement DateSEDAR.

Effectiveness of Covenants. Following the first day on which: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and and (iib) no Default has occurred and is continuing under this the Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.106.06, 4.116.08, 4.136.10, 4.146.11, 4.16 6.12, 6.13, 6.17, and 5.01(a)(iiclause (3) of Section 4.02 of this First Supplemental Indenture (collectively, the “Suspended Covenants”). (b) . If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and thereafter be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default has occurred and is continuing); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) ” On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 6.06(a) of this First Supplemental Indenture or one of the clauses set forth in Section 6.06(b) of this First Supplemental Indenture (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the Section 6.06(a) or (b) of this First Supplemental Indenture, such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4)(b) of the definition Section 6.06(b) of “Permitted Indebtedness”this First Supplemental Indenture. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 6.08 of this First Supplemental Indenture shall be made as though Section 4.11 6.08 of this First Supplemental Indenture had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix6.08(a) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11this First Supplemental Indenture. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this the Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (ia “Suspension Date”): (1) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.134.11 (but only with respect to any Person that is required to become a Guarantor after such Covenant Suspension Event), 4.12, 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes following any time Suspension Date and, subsequently, either one or both Rating Agencies withdraws its rating or downgrades the Notes’ credit rating is downgraded from an assigned to the Notes below the required Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)existence; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Debt (including any Acquired Debt) Incurred during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or, at the Company’s option, pursuant to one of the clauses set forth in the definition of “Permitted Debt” (in each case, to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Debt would not be so permitted to be Incurred pursuant to Section 4.09, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as or permitted under clause (iii4) of the definition of “Permitted Indebtedness”. Debt.” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 such covenant had been in effect since from the Issue Date and throughout prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses 4.08(a). (id) through (ix) of the third paragraph For purposes of Section 4.11, provided any Person that is required to become a Guarantor because it has become a borrower under the amount available to be made as Restricted Payments on Senior Credit Facilities or Guaranteed the Obligations under the Senior Credit Facilities during the Suspension Period shall provide a Note Guarantee within 30 days of the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (de) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. (f) Promptly following the occurrence of any Covenant Suspension Event or Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Company Trustee shall give have no obligation to independently determine or verify if a Covenant Suspension Event or Reinstatement Date has occurred or notify the Holders of any Covenant Suspension Event or Reinstatement Date. The Trustee prompt written notification may provide a copy of such Officers’ Certificate to any Holder of the beginning of any Suspension Period or any Reinstatement DateNotes upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.03, 4.09, 4.10, 4.11, 4.12, 4.13, 4.144.26, 4.16 4.27 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the Notes’ credit rating foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in Section 4.23(a)(i) is downgraded from an Investment Grade Rating by any Rating Agencyno longer satisfied, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will thereafter be reinstated with respect to future events. (c) On each Reversion Date, all Debt Incurred during such time as if such the covenants had never been referenced in Section 4.23(a) are suspended (the a “Reinstatement DateSuspension Period”) and prior to such Reversion Date will be applicable deemed to be Debt Incurred pursuant to Section 4.11(b)(8) hereof. Notwithstanding that the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture)Suspended Covenants may be reinstated, unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, a failure to comply with the amount of Available Asset Sale Proceeds will be reset to zeroSuspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give deliver to the Trustee prompt written notification an Officer’s Certificate notifying the Trustee of any Reversion Date or the beginning commencement of any Suspension Period and certifying that such suspension or any Reinstatement reinstatement complied with the foregoing provisions, and in no event shall the Trustee be charged with the knowledge of such Suspension Period or Reversion Date, except to the extent that a Trust Officer has received such Officer’s Certificate. In the case of a Suspension Period such notice shall list the Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “"Suspended Covenants”"). (b) If at any time the Notes’ ' credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “"Reinstatement Date”") and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “"Suspension Period.”" (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period shall be classified to have been incurred pursuant to 4.09(a) or one of the clauses set forth under Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Sections 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s 's Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide the Trustee and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”): (1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to a Person that is required to become a Guarantor after the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time after a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Dateduring a Suspension Period, in each case regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i4.08(a) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on and after the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. The Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. In addition, the Company shall give and its Restricted Subsidiaries will be permitted to honor any contractual commitments made during a Suspension Period following a Reinstatement Date. (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company shall provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of Notes upon request.

Effectiveness of Covenants. (a) After the Issue The first day (such date, a “Suspension Date, following the first day: ”) on which: (i1) the Notes Securities have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the covenants listed below will be suspended and the Company and its their Restricted Subsidiaries will not be subject to Sections the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.10, 4.114.12 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade RatingRating from both of the Rating Agencies and no Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Registration Rights Agreement, the Securities or the Security Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though the covenant described under Section 4.11 4.04 had been in effect since the 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 4.04(a). Notwithstanding the first paragraph foregoing, no default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may will not be entitled to designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee will provide a copy of such Officers’ Certificate to any Holder of the Securities upon written request.

Effectiveness of Covenants. (a) After If on any date following the Issue Date, following the first day: Date (i) the Notes Securities have an Investment Grade Rating Ratings from both of the Ratings Rating Agencies; , and (ii) no Default has occurred and is continuing under this Indenture; Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.8 and 5.01(a)(ii4.1(a)(4) of this Indenture hereof (collectively, the “Suspended Covenants”). (b) If at 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 Notes’ credit foregoing, and on any subsequent date (the “Reinstatement Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating is downgraded from assigned to the Securities below an Investment Grade Rating by any Rating Agencyand/or (2) a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 3.2(a) or Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or Section 3.2(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 3.2(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.3 shall be made as though the covenants described under such Section 4.11 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. (e) The Issuer shall deliver promptly to the Trustee an Officers’ Certificate notifying it of any such occurrence under this Section 3.21. The Company Trustee shall give have no duty to monitor the Trustee prompt written notification ratings of the beginning Securities, shall not be deemed to have any knowledge of any Suspension Period or any Reinstatement Datethe ratings of the Securities and shall have no duty to notify Holders with respect thereto.

Effectiveness of Covenants. (a) After the Issue Date, following the first day: During any period of time that (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture; Indenture (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”), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement as described in Section 4.17(f)) and the Company and its the Restricted Subsidiaries will not be subject to Sections 4.104.08, 4.114.09, 4.134.11 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date) 4.12, 4.14, 4.16 4.13 and 5.01(a)(ii4.15 and 5.01 (but only with respect to clause (1)(D) of this Indenture Section 5.01(a) and (collectivelyc))(collectively, the “Suspended Covenants”). (b) If at any time In the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will thereafter be reinstated under this Indenture for any period of time as if such covenants had never been suspended a result of the foregoing, and on any subsequent date (the “Reinstatement Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain have an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall then the Company and its Restricted Subsidiaries will thereafter again be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect subject to the Suspended Covenants based on, 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 under this Indenture with respect to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such periodfuture events. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Reversion Date is referred to in this Indenture as the “Suspension Period.” (c) On During a Suspension Period, the Reinstatement Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (d) The Guarantees of the Guarantors other than the Company will be suspended during the Suspension Period; provided that if any Restricted Subsidiary guarantees the payment of any Indebtedness of an Issuer or any Guarantor incurred subsequent to the Suspension Date, then the Company will cause such Restricted Subsidiary to become a Guarantor in accordance with Section 4.09 to the extent required by the terms of such covenant if it were then in effect. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.15. (e) In the event a Reversion Date occurs, no action taken or omitted to be taken by the Company or any Restricted Subsidiary or events occurring prior to the Reversion Date with respect to any of the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; 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 Section 4.08 had been in effect prior to, but not during, the Suspension Period; accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.08(a); (2) all Indebtedness Incurred incurred, or Disqualified 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 will be deemed to be permitted pursuant to Section 4.12(b)(6); (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.13(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.13(b)(1); (5) no Subsidiary of the Company will be required to comply with Section 4.11 after the Reversion Date with respect to any guarantee entered into by such Subsidiary during any Suspension Period; (6) all Liens permitted to be created, incurred or assumed during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is they are classified as permitted under clause (iii9) of the definition of “Permitted IndebtednessLiens”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments ; and (7) all Investments made during the Suspension Period will reduce be deemed to have been outstanding on the amount available to be made Issue Date, so that they are classified as Restricted Payments Permitted Investments permitted under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses clause (i) through (ix5) of the third paragraph definition of Section 4.11, provided “Permitted Investments.” (f) Notwithstanding that the amount available Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to be made as 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 Payments on Subsidiaries will bear any liability for any actions taken or events occurring during the Reinstatement Date Suspension Period, or any actions taken at any time pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely any contractual obligation arising during a Suspension Period, in each case, as a result of such Restricted Payments under Section 4.11. Additionallya 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 Reinstatement action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, the amount of Available Asset Sale Proceeds Company and each Restricted Subsidiary will be reset permitted, without causing a Default or Event of Default, to zerohonor, 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. (dg) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors Guarantees of the Guarantors other than the Company may not designate will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees pursuant to the Section 4.11 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.11). (h) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred or (iii) notify Holders of any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. foregoing. (i) The Company shall give send written notice to the Trustee prompt written notification of upon the beginning commencement of any Suspension Period or the occurrence of any Reinstatement Reversion Date; provided, however, that the failure to so notify the Trustee shall not be a default under this Indenture.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and Indenture, (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.15 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 4.07 shall be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.07(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. . (e) The Company shall give provide each of the Trustee Trustees and the Holders with prompt written notification notice of any suspension of the beginning Suspended Covenants or the subsequent reinstatement of any Suspension Period or any Reinstatement Datesuch Suspended Covenants.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”) on which: (1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; the Company , Holdings and its Restricted Subsidiaries (including, without limitation, the Issuers) will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture summarized under the headings below (collectively, the “Suspended Covenants”): (i) Section 4.7, Limitation on Restricted Payments; (ii) Section 4.8, Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries; (iii) Section 4.9, Limitation on Additional Indebtedness; (iv) Section 4.10(b), Limitation on Asset Sales; (v) Section 4.11, Limitation on Affiliate Transactions; (vi) Section 4.15, Additional Guarantees (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date); (vii) Section 4.16, Limitation on Designation of Unrestricted Subsidiaries; and (viii) Section 5.1(a)(3), Consolidation, Merger, Conveyance, Transfer or Lease. (b) If at any time the Notes’ after a Suspension Date, a credit rating assigned to the Notes is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company Holdings 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, (i) all Indebtedness Incurred incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.9(b)(3), (ii) any transaction with an Affiliate entered into after the Suspension Date will be deemed to have been outstanding on the Issue Date, so that it is classified under Section 4.11(b)(5), (iii) any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to take any actions described in Section 4.8(a), Section 4.8(b) and Section 4.8(c) entered into after the Suspension Date and existing on the Reinstatement Date will be deemed to have been outstanding on the Issue Date, so that it is classified under Section 4.8(1) and (iv) any Investment made after the Suspension Date will be deemed to have been made on the Issue Date, so that it is classified under clause (iii14) of the definition of “Permitted Indebtedness”Investment. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.7 will be made as though Section 4.11 4.7 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.7(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company Holdings may not designate any of the Company’s Holdings’ Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Issuers will provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to monitor or independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon written request.

Effectiveness of Covenants. Following the first Business Day on which: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and Rating; (iib) no Default has occurred and is continuing under this Indenture; and (c) the Company has delivered an Officer’s Certificate to the Trustee with respect to the foregoing clauses (a) and its (b), the Issuers and the Restricted Subsidiaries will shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture described in Sections 3.3, 3.4, 3.6, 3.7, 3.8 and 4.1(vi) (collectively, the “Suspended Covenants”). (b) If at any time . In the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then event that the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants will thereafter be reinstated for any period of time as if such covenants had never been suspended (a result of the “Reinstatement Date”) preceding sentence and, subsequently, one or both of S&P and be applicable pursuant Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with Notes below the terms of this Indenture), unless and until the Notes subsequently attain an required Investment Grade Rating and no Ratings or a Default or Event of Default occurs and is in existence (in which event continuing, then the Suspended Covenants shall no longer Issuers and the Restricted Subsidiaries will thereafter again be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect subject to the Suspended Covenants based onfor all periods after that withdrawal, and none downgrade, Default or Event of Default and, furthermore, compliance with the provisions of Section 3.4 with respect to Restricted Payments made after the time of the Company withdrawal, downgrade, Default or any Event of its Subsidiaries shall bear any liability for, any actions taken or events occurring during Default will be calculated in accordance with the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless terms of whether such actions or events would have that covenant as though that covenant had been permitted if the applicable Suspended Covenants remained in effect during such period. The the entire period of time between from the date Issue Date, provided that there will not be deemed to have occurred a Default or Event of suspension of Default with respect to that covenant during the covenants time that the Issuers and the Reinstatement Date is referred Restricted Subsidiaries were not subject to as the “Suspension Period.” Suspended Covenants (c) On or after that time based solely on events that occurred during that time). At the Reinstatement Datetime of any such withdrawal, downgrade, Default or Event of Default described in the immediately preceding sentence, all Indebtedness Incurred during the Suspension Period time that the Issuers and the Restricted Subsidiaries were not subject to the Suspended Covenants will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(b). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: (ia) the Notes have an Investment Grade Rating from both of the Ratings Agencies; , and (iib) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.103.3, 4.113.4, 4.133.6, 4.143.7, 4.16 3.8, 3.10, 3.12 and 5.01(a)(iiclause (4) of this Indenture Section 4.1(a) (collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period (as defined below), the amount of Excess Proceeds will be reset to zero. (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default has occurred and is in existence continuing under this Indenture (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between from, and including, the date of a suspension of the covenants and as described above to, but excluding, the applicable Reinstatement Date is referred to as the a “Suspension Period.”” There may be one or more Suspension Periods and one or more Reinstatement Dates. (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be deemed (other than for purposes of the proviso in clause (1) of Section 3.3(c)) to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii5) of Section 3.3(b) (subject to the definition Company’s right to reclassify all or any portion of “Permitted Indebtedness”such Indebtedness as permitted by Section 3.3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 3.4 shall be made as though Section 4.11 3.4 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 3.4(a) to the extent such Restricted Payments were not Permitted Investments or were not otherwise permitted to be made pursuant to clauses (i1) through (ix19) of the third paragraph of Section 4.11, 3.4(b); provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the such first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroPayments. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Period has commenced or a Reinstatement Date has occurred or notify the Holders of any commencement of a Suspension Period or occurrence of a Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon request.

Effectiveness of Covenants. (a) After From and after the Issue Date, following the first day: (i) the Notes have occurrence of an Investment Grade Rating from both of Event after the Ratings Agencies; and Escrow Release Date (ii) no Default has occurred and is continuing under this Indenture; such date, a “Suspension Date”), the Company Issuer and its Restricted Subsidiaries will not be subject to Sections Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, 4.13Section 4.16, 4.14, 4.16 Section 4.17 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the commencement of the applicable Suspension Date) and 5.01(a)(iiSection 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time date (each such date, a “Reversion Date”), the Notes’ credit rating of the Notes is downgraded from an Investment Grade Rating by any two Rating AgencyAgencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and again be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an occurrence of a subsequent Investment Grade Rating and no Default or Event of Default is in existence Event. (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. c) The period of time between the date occurrence of suspension of the covenants an Investment Grade Rating Event and the Reinstatement its respective Reversion Date is referred to herein as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. ” Calculations made after the Reinstatement a Reversion Date of the amount available to be made as Restricted Payments under pursuant to Section 4.11 4.07 of this Indenture will be made as though Section 4.11 4.07 of this Indenture had been in effect at all times since the Issue Date and throughout the Escrow Release Date, including during any Suspension Period. Accordingly, Restricted Payments made Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Debt subsequent to the Reversion Date. Neither the failure of the Issuer or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Issuer or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will reduce constitute a Default, Event of Default or breach of any kind under this Indenture or the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zeroNotes. (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company Issuer may not designate any of the Company’s its Subsidiaries as Unrestricted Subsidiaries. Additionally, during any Suspension Period, the Holders will be entitled to substantially reduced covenant protection. However, the Issuer and its Restricted Subsidiaries pursuant will remain subject to all other covenants in this Indenture during any such time, including to Section 4.15 of this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. Following the first Business Day on which: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and Rating; (iib) no Default has occurred and is continuing under this Indenture; and (c) the Company has delivered an Officer’s Certificate to the Trustee, the Issuer, the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture described in Sections 3.3, 3.4, 3.6, 3.7, 3.8, 4.1(a)(iii) and 4.1(b)(iii) (collectively, the “Suspended Covenants”). (b) If at any time . In the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agencyevent that the Issuer, then the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will thereafter be reinstated for any period of time as if such covenants had never been suspended (a result of the “Reinstatement Date”) preceding sentence and, subsequently, one or both of S&P and be applicable pursuant Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with Notes below the terms of this Indenture), unless and until the Notes subsequently attain an required Investment Grade Rating and no Ratings or a Default or Event of Default occurs and is in existence (in which event continuing, then the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this IndentureIssuer, the Notes or the Guarantees with respect Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants based onfor all periods after that withdrawal, and none downgrade, Default or Event of Default and, furthermore, compliance with the provisions of Section 3.4 with respect to Restricted Payments made after the time of the Company withdrawal, downgrade, Default or any Event of its Subsidiaries shall bear any liability for, any actions taken or events occurring during Default will be calculated in accordance with the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless terms of whether such actions or events would have that covenant as though that covenant had been permitted if the applicable Suspended Covenants remained in effect during such period. The the entire period of time between from the date Issue Date, provided that there will not be deemed to have occurred a Default or Event of suspension Default with respect to that covenant during the time that the Issuer, the Company and its Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time). At the time of any such withdrawal, downgrade, Default or Event of Default described in the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Dateimmediately preceding sentence, all Indebtedness Incurred during the Suspension Period time that the Issuer, the Company and its Restricted Subsidiaries were not subject to the Suspended Covenants will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(b). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. During any period of time that (a) After the Issue DateSecurities have an Investment Grade Rating from either of the Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under the Indenture, following the first day: Company and the Restricted Subsidiaries will not be subject to the provisions in Sections 4.3 (iLimitation on Indebtedness), 4.4 (Limitation on Restricted Payments), 4.8 (Limitation on Sales of Assets and Subsidiary Stock), 4.9 (Limitation on Affiliate Transactions), and 4.14 (Change of Control) of the Notes Indenture (collectively, the "Suspended Covenants"). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings so that the Securities do not have an Investment Grade Rating from either Rating Agency, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.4 as though such covenant had been in effect during the entire period of time from the date the Securities are issued; provided, however, that if at any time the Securities have an Investment Grade Rating from both of the Ratings Agencies; Rating Agencies and either a rating of Baa2 (iior the equivalent) no Default has occurred and is continuing under this Indenture; by Moody's or BBB (or the equivalent) by S&P, then the Company and its Restricted the Xxxxxicted Subsidiaries will not be subject to Sections 4.10the Suspended Covenants from and after such time, 4.11notwithstanding anything to the contrary in this Section 4.23, 4.13, 4.14, 4.16 and 5.01(a)(ii) thereafter the application of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time Covenants to the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then Company and the Restricted Subsidiaries will be permanently terminated and the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) of no force and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Periodeffect.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”): (1) the Notes have an Investment Grade Rating from both of the Ratings two Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.11 (but only with respect to a Person that is required to become a Guarantor after the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time after a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by any two Rating AgencyAgencies or if an Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from two Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from two Rating Agencies and no Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Dateduring a Suspension Period, in each case regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i4.08(a) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on and after the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. The Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. In addition, the Company shall give and its Restricted Subsidiaries will be permitted to honor any contractual commitments made during a Suspension Period following a Reinstatement Date. (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company shall provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to monitor the rating of the Notes, independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of Notes upon request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (isuch date, a “Suspension Date”): (1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.103.10 and 4.16 (but, 4.11in each case, 4.13only with respect to any Asset Disposition of assets that are not or not required to be Collateral), 4.144.08, 4.16 4.09, 4.12, 4.14 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.”” In addition, during any Suspension Period, the amount of Excess Proceeds shall be reset at zero. (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08(a) will be made as though the covenant described under Section 4.11 4.08(a) had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.08(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or Reinstatement Date, the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date.

Effectiveness of Covenants. Following the first day on which: (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and and (iib) no Default has occurred and is continuing under this the Indenture; the Company and its Restricted Subsidiaries will shall not be subject to Sections 4.106.06, 4.116.07, 4.136.08, 4.146.10, 4.16 6.11, 6.12, 6.13, and 5.01(a)(iiclause (3) of Section 4.02 of this Second Supplemental Indenture (collectively, the “Suspended Covenants”). (b) . If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or a Default or Event of Default occurs and is continuing, then the Suspended Covenants will shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and thereafter be applicable pursuant to the terms of this the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating and no Default or Event of Default has occurred and is continuing); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this the Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain an Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) ” On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will shall be classified to have been Incurred pursuant to Section 6.06(a) of this Second Supplemental Indenture or one of the clauses set forth in Section 6.06(b) of this Second Supplemental Indenture (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the Section 6.06(a) or (b) of this Second Supplemental Indenture, such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4)(b) of the definition Section 6.06(b) of “Permitted Indebtedness”this Second Supplemental Indenture. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will 6.08 of this Second Supplemental Indenture shall be made as though Section 4.11 6.08 of this Second Supplemental Indenture had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix6.08(a) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11this Second Supplemental Indenture. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this the Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. Following the first day: (a) After the Issue Date, following the first day: (i) the Notes Securities have an Investment Grade Rating from both of the Ratings Agencies; and , and (iib) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the provisions of this Indenture summarized under Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.9 and clause (3) of Section 4.1 (collectively, the “Suspended Covenants”). (b) . If at any time the NotesSecurities’ credit rating is downgraded by either Rating Agency from an Investment Grade Rating by any Rating AgencyRating, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the any Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Securities attain Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After If on any date after the Issue Date (such date, a “Suspension Date, following the first day: ”): (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.104.08, 4.114.09, 4.12, 4.13, 4.14, 4.16 4.16, 4.18 and 5.01(a)(ii5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from Notes do not have an Investment Grade Rating by any from at least one of the Rating AgencyAgencies or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if (such covenants had never been suspended (date of reinstatement, the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event occurrence of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating)any subsequent Suspension Date; provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants any Suspension Date and the corresponding Reinstatement Date is referred to as the “Suspension Period.” (c) On the each Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii2) of the definition of “Permitted Indebtedness”Section 4.09(b). Calculations made after the any Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.08 will be made as though Section 4.11 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the any Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero4.08(a). (d) During any period when the Suspended Covenants are suspendedSuspension Period, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder upon request.

Effectiveness of Covenants. (a) After If at any time following the Issue Date, following the first day: Date (i) the Notes have an Investment Grade Rating Ratings from both of the Ratings Agencies; Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture; Indenture (the Company 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, beginning on such Suspension Date and continuing until the Reversion Date, the Issuer, Holdings and its Restricted Subsidiaries will shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) the following provisions of this Indenture (collectively, the “Suspended Covenants”): Section 4.06, Section 4.07, Section 4.08, Section 4.09 (but only with respect to any Person that is required to become a Note Guarantor during the Suspension Period), Section 4.11, Section 4.12 and Section 5.01(a)(4). (b) If at During a Suspension Period (as defined below), Holdings 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 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 Notes’ credit rating is downgraded from an foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating by any Rating Agency, then or downgrade the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant rating assigned to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain below an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall then Holdings and its Restricted Subsidiaries will thereafter again be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect subject to the Suspended Covenants based on, 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 under this Indenture with respect to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such periodfuture events. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Reversion Date is referred to 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. (cd) On Notwithstanding the Reinstatement Dateforegoing, all Indebtedness Incurred no action taken or omitted to be taken by Holdings or any of its Restricted Subsidiaries or events occurring during the a Suspension Period covered by the Suspended Covenants will be deemed give rise to have been outstanding on a Default or Event of Default under this Indenture with respect to the Issue DateNotes; provided, so that it is classified as permitted under clause that: (iii1) of the definition of “Permitted Indebtedness”. Calculations with respect to Restricted Payments made after the Reinstatement Date of applicable Reversion Date, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, Disqualified Stock issued or Preferred Stock of Restricted Subsidiaries issued during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.06(b)(3); provided, that all Indebtedness outstanding on the Reversion Date under the Senior Credit Facilities shall be deemed incurred or issued pursuant to Section 4.06(b)(1) (up to the maximum amount of such Indebtedness that would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date); (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 4.08(b)(7); and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not the Issuer or a Note Guarantor to take any action described in Section 4.11(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(1); and (5) Solely for the purpose of determining the amount of Permitted Liens under Section 4.11 will 4.10 during any Suspension Period and without limiting Holdings’ or any Restricted Subsidiary’s ability to incur Indebtedness or issue Disqualified Stock or Preferred Stock without restriction during any Suspension Period to the extent that calculation in Section 4.10 refers to Section 4.06, such calculations shall be made as though Section 4.11 had been 4.06 remained in effect since the Issue Date and throughout during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses . (ie) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement On and after each Reversion Date, the amount of Available Asset Sale Proceeds will Issuer and its Subsidiaries shall be reset permitted to zeroconsummate the transactions contemplated by any agreement or commitment entered into during the relevant Suspension Period, so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period. (df) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant Holdings shall deliver promptly to this Indenture. The Company shall give the Trustee prompt written notification of the beginning an Officer’s Certificate notifying it of any Suspension Period or any Reinstatement Datesuch occurrence under this Section 4.14.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: : (i1) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; Indenture (the Company occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Parent and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16 4.17 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency (such date, a “Reversion Date”), then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is then in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during after the Suspension Period Notes attain Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Datesuch reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date occurrence of suspension of the covenants a Covenant Suspension Event and the Reinstatement a Reversion Date is referred to as the “Suspension Period.” (c) During any Suspension Period, the Board of Directors of the Parent may not designate any of the Parent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless, so long as the Senior Secured Credit Agreement is outstanding, such Subsidiary is also designated as an “unrestricted subsidiary” under the Senior Secured Credit Agreement. (d) On the Reinstatement a Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or clauses (1) through (26) of Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to Section 4.09(a) or clauses (1) through (26) of Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.09(b)(4). Calculations made after the Reinstatement a Reversion Date of the amount amounts available to be made as Restricted Payments under Section 4.11 4.07 will be made as though Section 4.11 4.07 had been in effect since the Issue Date and throughout the any Suspension Period. Accordingly, Restricted Payments made during the such Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph clause (C) of Section 4.11 4.07(a). However, no Default or Event of Default will be deemed to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely have occurred as a result of such the Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Parent or any of the Restricted Payments under Section 4.11Subsidiaries during the Suspension Period relating to any Suspended Covenant (other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date). Additionally, upon any Reinstatement DateUpon the occurrence of a Suspension Period, the amount of Available Asset Sale Excess Proceeds will shall be reset to at zero. (de) During any period when As soon as reasonably practical following a Covenant Suspension Event or Reversion Date, the Parent shall provide to the Trustee an Officers’ Certificate setting forth the Suspended Covenants are suspendedthat have been affected upon such Covenant Suspension Event or Reversion Date, as the Board of Directors of the Company case may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Datebe.

Effectiveness of Covenants. (a) After the Issue The first day (such date, a “Suspension Date, following the first day: ”) on which: (i1) the Notes have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii2) no Default has occurred and is continuing under this Indenture; , the covenants listed below will be suspended and the Parent, the Company and its their Restricted Subsidiaries will not be subject to Sections 4.10the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.134.13 (but only with respect to any Person that is required to become a Guarantor on or after the date of the commencement of the applicable Suspension Date), 4.14, 4.16 and 5.01(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the Notes’ credit rating is downgraded from below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence and continuing at such time (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade RatingRating from both of the Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Parent, the Company or nor any of its their 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 Reinstatement Date(as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 4.04 will be made as though the covenant described under Section 4.11 4.04 had been in effect since the 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 4.04(a). Notwithstanding the first paragraph foregoing, no Default or Event of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds Default will be reset deemed to zerohave occurred solely by reason of a Restricted Payment made during the Suspension Period. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the CompanyParent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Parent will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon written request.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: (i: a) the Notes Securities have an Investment Grade Rating from both of the Ratings Agencies; and (iiand b) no Default or Event of Default has occurred and is continuing under this IndentureIndenture (the occurrence of the events described in foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”); the Company and its Restricted Subsidiaries will not be subject to the provisions described in Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.8 and 5.01(a)(ii3.10 and clause (3) of this Indenture Section 4.1 (collectively, collectively the “Suspended Covenants”). . Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be set at zero. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (bthe “Reversion Date”) If at any time one or both of the Notes’ credit Rating Agencies withdraws its Investment Grade Rating or downgrades the rating is downgraded from assigned to the Securities below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no a Default or Event of Default occurs and is in existence (in which event continuing, then the Suspended Covenants shall no longer Company and its Restricted Subsidiaries will thereafter again be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Guarantees with respect subject to the Suspended Covenants based on, 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 with respect to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such periodfuture events. The period of time between the date of suspension of the covenants Covenant Suspension Event and the Reinstatement Reversion Date is referred to in this description as the “Suspension Period.” ” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (c) or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reinstatement Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to the first paragraph of Section 3.2 or one of the clauses set forth in the second paragraph of Section 3.2 (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first or second paragraph of Section 3.2, such Indebtedness will be deemed to have been outstanding on the Issue Emergence Date, so that it is classified as permitted under clause (iii4) of the definition second paragraph of “Permitted Indebtedness”Section 3.2. Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.11 3.3 will be made as though the covenant described under Section 4.11 3.3 had been in effect since the Issue Emergence 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3. (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification of the beginning of any Suspension Period or any Reinstatement Date.

Effectiveness of Covenants. (a) After the Issue Date, following Following the first day: day (such date, a “Suspension Date”): (i) the Notes Securities have an Investment Grade Rating from both of the Ratings Rating Agencies; and and (ii) no Default has occurred and is continuing under this Indenture; , the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.103.2, 4.113.3, 4.133.4, 4.143.5, 4.16 3.7, 3.8, 3.11 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the commencement of the applicable Suspension Date), 3.15, 3.19 and 5.01(a)(ii4.1(3) of this Indenture (collectively, the “Suspended Covenants”). (b) If at any time the NotesSecurities’ credit rating is downgraded from an Investment Grade Rating by any Rating AgencyAgency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes Securities subsequently attain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes Securities maintain an Investment Grade RatingRating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on, 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 Reinstatement DatePeriod, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.2(a) or one of the clauses set forth in Section 3.2(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or Section 3.2(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of “Permitted Indebtedness”Section 3.2(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 3.3 will be made as though the covenants described under Section 4.11 3.3 had been in effect since the 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 the first paragraph of Section 4.11 to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (i) through (ix) of the third paragraph of Section 4.11, provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph of Section 4.11 shall not be reduced below zero solely as a result of such Restricted Payments under Section 4.11. Additionally, upon any Reinstatement Date, the amount of Available Asset Sale Proceeds will be reset to zero3.3(a). (d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give . (e) Promptly following the Trustee prompt written notification of the beginning occurrence of any Suspension Period Date or any Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Securities upon request.