Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, clause (4) of Section 5.01(a) hereof and clause (4) of Section 5.01(c) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Suspended Covenants Company and its Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to future events. The period of time between the Suspended CovenantsSuspension Date and the Reversion Date is referred to in this Section 4.16 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (d) During any Suspension Period, the Company will not, and none will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Notes pursuant to the covenant described under such section; and (ii) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10 hereof; provided, further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. (e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless reinstatement will give rise to a Default or Event of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusDefault under this Indenture; provided that (1) with respect to Restricted Payments made after such notification shall reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not be a condition for during, the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. Suspension Period; and (c2) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on have been incurred or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted issued pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments4.09(b)(3). In addition, for purposes of the other Suspended Covenantsclause (3) of Section 4.07(a) hereof, all agreements entered into and all actions taken events set forth in such clause (3) occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments the Company or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (3). (f) The Issuer shall deliver promptly to the Issue DateTrustee an Officer’s Certificate of the Issuer notifying it of any event set forth under this Section 4.16.

Suspension of Covenants. If on any date following the Eighth Amendment Closing Date (ai) The following the Investment Grade Condition is satisfied and (ii) no Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, the Borrower and the other Loan Parties shall not be subject to the covenants set forth in Sections 7.12 and clauses (e) and (f) of Section 8.6 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17). Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have Investment Grade StatusCondition is no longer satisfied, then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Agreement with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period”. Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however(1) no Default, that no Default or Event of Default or breach of any kind will be deemed to exist under or have occurred as a result of any failure by the Indenture Borrower or any other Loan Party to comply with respect to the Suspended CovenantsCovenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or events that occurred during the Suspension Period), and none (2) following a Reversion Date the Borrower and any other Loan Party will be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the Company or any of its Subsidiaries will bear any transactions contemplated thereby, and shall have no liability for any actions taken or events occurring that occurred during a the Suspension Period and before any related Reversion DatePeriod, or for any actions taken or events occurring at any time pursuant to any contractual obligation such commitment or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusobligation. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The During any period of time following covenants the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (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 4.17; (8) Section 4.18; (9) Section 4.20; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will not apply during ). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any period during which applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the Notes have an Investment Grade Status (a “Suspension PeriodDate”): Section 4.07). In addition, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In in the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and and, on any subsequent date (the “Reversion Date”) ), one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this description as the Notes subsequently attain an Investment Grade Status“Suspension Period”. Within 30 days of the Reversion Date, in which case any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants will again be suspended for by Section 4.17 to execute a supplemental indenture shall execute such time supplemental indenture required by such covenant. Notwithstanding that the Notes maintain an Investment Grade Status); providedSuspended Covenants may be reinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusSuspension Period). (cb) On each the Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Reversion Date Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to be Indebtedness existing have been outstanding on the Issue Date. For purposes , so that it is classified as permitted under clause (iii) of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period definition of time after the Issue Date (including the Suspension Period)Permitted Indebtedness. Restricted Payments made during the Suspension Period not otherwise permitted will be deemed to have been made pursuant to the first paragraph of Section 4.07. (c) If (i) a Change of Control occurs that results in either (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company to any Person or Group (as defined in the definition of clauses Change of Control) other than an Affiliate (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, other than a Person that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero becomes an Affiliate solely as a result of such Restricted Paymentstransaction) of the Company or (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) of the Company becoming the beneficial owner, directly or indirectly, of shares representing 100% of the total ordinary voting power represented by the issued and outstanding Capital Stock of the Company or Holdings and (ii) such Person or Group acquiring control pursuant to clause (i) above is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, then the Company shall not be subject to Section 4.03(a) from that time if and for so long as such Person or Group maintains Investment Grade Ratings from both Rating Agencies. (d) The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In additionthe absence of such notice, for purposes the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such notice of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitationoccurrence of a Reversion Date, the Incurrence of Indebtedness Trustee shall be deemed to have been taken or to have existed prior to assume the Issue DateSuspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, clause (4) of Section 5.01(a) hereof and clause (4) of Section 5.01(c) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, Holdings III may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Holdings III and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then Holdings III and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Section 4.16 as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (unless d) During any Suspension Period, Holdings III will not, and until the Notes subsequently attain an Investment Grade Statuswill not permit any Restricted Subsidiary to, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status)enter into any Sale and Lease-Back Transaction; provided, howeverthat Holdings III or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) Holdings III or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Notes pursuant to the covenant described under such section; and (ii) the consideration received by Holdings III or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10 hereof; provided, further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. (e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings III or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default will be deemed to exist under the Indenture this Indenture; provided that (1) with respect to Restricted Payments made after such reinstatement, the Suspended Covenantsamount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date(2) all Indebtedness incurred, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion DateDisqualified Stock issued, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on have been incurred or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted issued pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments4.09(b)(3). In addition, for purposes of the other Suspended Covenantsclause (3) of Section 4.07(a) hereof, all agreements entered into and all actions taken events set forth in such clause (3) occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments Holdings III or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (3). (f) The Issuer shall deliver promptly to the Issue DateTrustee an Officer’s Certificate of the Issuer notifying it of any event set forth under this Section 4.16.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date: (the “Suspended Covenants”1) will not apply during any period during which the Notes have an Investment Grade Status Rating from any two of the three Rating Agencies and (2) no Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension PeriodEvent”): Section 4.07), Section 4.08then beginning on such date and continuing until the Reversion Date (as defined below), Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodwith respect to the Notes, the Company will Issuer and the Restricted Subsidiaries shall not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary.the following provisions of this Indenture (collectively, the “Suspended Covenants”): (bA) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that the Company Issuer and its the 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 (the “Reversion Date”) any two of the three Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (unless and until but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes subsequently attain an Investment Grade Status, in which case of the Suspended Covenants will again Guarantors shall be suspended for during the Suspension Period. (b) In the event of any such time that reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Notes maintain an Investment Grade Status); provided, however, that no Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall 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 on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (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 Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (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 (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (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 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses , and (2) through following a Reversion Date, the Issuer and each Restricted Subsidiary shall 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. The Issuer shall give the Trustee prompt notice (6in the form of an Officer’s Certificate) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into beginning and all actions taken during the end of any Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date, (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall no longer be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist under or have occurred as a result of any failure by the Indenture Issuers or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to the Suspended CovenantsRestricted Payments made after such reinstatement, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall will be made calculated as though such covenant Section 4.07 hereof had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Restricted Payments made ; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period not otherwise will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (2i) through (6iii) or (18) under of Section 4.07(b4.08(a) hereof will reduce the amount available that becomes effective during any Suspension Period shall be deemed to be made as Restricted Payments under permitted pursuant to clause (i) of Section 4.07(a)(4)(C4.08(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes and (v) no Subsidiary of the other Suspended Covenants, all agreements Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into and all by such Subsidiary during any Suspension Period. (f) The Issuers shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee shall have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period, including, without limitation, Period on the Incurrence Issuer and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of Indebtedness shall be deemed to have been taken any Covenant Suspension Event or to have existed prior to the Issue Reversion Date.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date: (the “Suspended Covenants”1) will not apply during any period during which the Notes have an Investment Grade Status Rating from any two of the three Rating Agencies and (2) no Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension PeriodEvent”): Section 4.07), Section 4.08then beginning on such date and continuing until the Reversion Date, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodwith respect to the Notes, the Company will Issuer and the Restricted Subsidiaries shall not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary.the following provisions of this Indenture (collectively, the “Suspended Covenants”): (bA) clause (a)(4) of Section 8.01; (B) Section 10.10; (C) Section 10.11; (D) Section 10.13; (E) Section 10.14; (F) Section 10.15; and (G) Section 10.17. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingforegoing with respect to the Notes, and on any subsequent date (the “Reversion Date”) any two of the three Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (unless and until but excluding the Reversion Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes subsequently attain an Investment Grade Status, in which case of the Suspended Covenants will again Guarantors shall be suspended for during the Suspension Period. (b) In the event of any such time that reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Notes maintain an Investment Grade Status); provided, however, that no Issuer or any of the Restricted Subsidiaries prior to such reinstatement shall 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 on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (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 Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period, (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 (6) of Section 10.13(b), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1), (6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (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 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred or contractual obligation arising during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses , and (2) through following a Reversion Date, the Issuer and each Restricted Subsidiary shall 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. The Issuer shall give the Trustee prompt notice (6in the form of an Officer’s Certificate) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into beginning and all actions taken during the end of any Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day (the “Suspension Date”) and continuing until the Reversion Date, hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the Suspended Covenants have been suspended, the Issuers may not designate any of their Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have do not carry an Investment Grade StatusRating from at least one Rating Agency, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following on or after the Reversion Date (unless and until there shall be a new Suspension Date. The period between a Suspension Date and a Reversion Date is referred to in this Section 4.16 as a “Suspension Period.” The Guarantees of the Notes subsequently attain an Investment Grade StatusGuarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset to zero. (d) During any Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 hereof (including Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 hereof). Notwithstanding the foregoing, in which case the event of any reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided that (1) with respect to Restricted Payments made after such reinstatement, and none the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or 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) all Liens incurred during the Suspension Period will be classified to have been incurred under clause (7) of the Company definition of “Permitted Liens”; (4) any Affiliate Transaction entered into after such reinstatement pursuant to all agreements and arrangements entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof; (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 its Subsidiaries will bear Section 4.08(a) hereof that becomes effective during any liability Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and (6) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. In addition, for any actions taken or purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to such clause (3). On and before any related after each Reversion Date, or the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to contract entered into during the Suspension Period, so long as such Reversion Date, regardless of whether those actions or events contract and such consummation would have been permitted if the applicable Suspended Covenant had remained in effect during such period. Suspension Period. (e) The Company Issuer shall promptly notify the Trustee should of the Notes achieve Investment Grade Statusoccurrence of any Covenant Suspension Event and any Reversion Date; provided that such notification shall not be a condition for the suspension of the covenants set forth above Suspended Covenants to be effective. The ; provided further that the Trustee shall be under no obligation to notify the holders inform Holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each occurrence of any Covenant Suspension Event or Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants If on any date after the Issue Date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (a “Suspension Period”): ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, 4.10 (but only to the Company will not be permitted extent relating to designate properties or assets of the Issuer or any Restricted Subsidiary as an Unrestricted Subsidiarythat do not constitute Collateral), Section 4.11 and clause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”) shall no longer be applicable to the Notes. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period, the “Suspension Period”) as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) In the Reversion Date (unless and until event of any such reinstatement, no action taken or omitted to be taken by the Notes subsequently attain an Investment Grade Status, in which case Issuer or any of the Restricted Subsidiaries prior to such reinstatement that would otherwise be a breach of any Suspended Covenants Covenant will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period, and none all events set forth in clause (3) of the Company or Section 4.07(a) (including any of its Subsidiaries will bear any liability for any actions taken or events Consolidated Net Income earned) occurring during a Suspension Period and before shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any related Restricted Subsidiary is permitted to make pursuant to such clause (3) after the applicable Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. and (cii) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed classified to have been taken incurred or issued pursuant to have existed prior clause (3) of Section 4.09(b). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. (d) The Issuer shall deliver promptly to the Issue DateTrustee an Officers’ Certificate notifying it of any such occurrence under this Section 4.16.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that (i) the Notes have an Investment Grade Status Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement pursuant to clause (f) below) and the Company and the Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15, Section 5.01(a)(1)(d) and Section 4.17. Additionally, during any Suspension Period5.01(b) hereof (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”). (b) During a Suspension Period (as defined below), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to no longer have any Investment Grade StatusRating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.10. (d) 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 apply with respect give rise to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no 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 Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be 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 4.11(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 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(1); (5) no Subsidiary of the Company will be required to comply with Section 4.15 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 they are classified as permitted under clause (9) of the definition of “Permitted Liens”; and (7) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments”. (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during a Suspension Period, in each case, as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (ii) following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period that were permitted to be entered into at such time and to consummate any transactions contemplated thereby. (f) During the Suspension Period, the Guarantees will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees will be suspended; 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 4.15 to the extent required by the terms of Section 4.15 if it were then in effect. Upon the Reversion Date, the obligation to grant Guarantees pursuant to Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, was incurred for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during Section 4.15). During the Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 (including, without limitation, the Incurrence of Indebtedness Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be deemed 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). (g) The Trustee shall have been taken no duty to (i) monitor the ratings of the Notes, (ii) determine whether a Covenant Suspension Event or to have existed prior to Reversion Date has occurred, or (iii) notify Holders of any of the Issue Dateforegoing.

Suspension of Covenants. (a1) The If, on any date following covenants the Issue Date, (i) the Notes are rated Investment Grade by at least two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies) and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (such date, the “Suspended CovenantsSuspension Date”), the Company and its Restricted Subsidiaries will no longer be subject to Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.14, 4.18 or 5.01(3) will not apply during any hereof (such period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company and its Restricted Subsidiaries are not subject to such covenants, a “Suspension Period”). (2) In the Suspended Covenants for event of any period of time Suspension Period as a result of the foregoing, and on any subsequent date (the such date, a “Reversion Date”) the Notes cease to have are no longer rated Investment Grade Statusby two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies), then the Suspended Covenants Company and its Restricted Subsidiaries will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will thereafter again be suspended for subject to such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist covenants under the this Indenture with respect to future events. (3) The Company shall promptly upon its occurrence deliver to the Suspended CovenantsTrustee, and none an Officer’s Certificate notifying the Trustee of the Company occurrence of any Suspension Date or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if and the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effectivedate thereof. The Trustee shall be under no not have any obligation to monitor the occurrence or dates of any Suspension Date or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusoccurrence or dates of any Suspension Date or Reversion Date. (c4) On each Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified as having been Incurred pursuant to Section 4.08 hereof (to the extent such Indebtedness would be permitted to be Incurred or issued 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 Reversion Date will Indebtedness would not be so permitted to be Incurred pursuant to Section 4.08 hereof, such Indebtedness shall be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(d)(4) hereof. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after since the Issue Date (including and prior, but not during, the Suspension Period; provided that any Subsidiaries designated as Restricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with Article 4 hereof). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result . No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Company shall comply with the terms of Section 4.18 hereof. (5) For purposes of Section 4.09 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to have existed prior to the Issue Datezero.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (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 the Restricted Subsidiaries shall not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.12 and 5.01(a)(2) (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that the Company and its the 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 (the “Reversion Date”) one or more of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating, such that the Notes cease to do not have Investment Grade StatusRatings from at least two Rating Agencies, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Guarantees of the Guarantors will be reinstated if such guarantees are then required by the terms of the Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in the Indenture as the “Suspension Period.” (unless and until the Notes subsequently attain an Investment Grade Status, in which case d) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusSuspension Period). (ce) On each the Reversion Date, all Indebtedness Incurred incurred, or Disqualified Capital Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.05(a) or the definition of “Permitted Indebtedness” (to the extent such Indebtedness or Disqualified Capital Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Capital Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.05(a) or the definition of “Permitted Indebtedness,” such Indebtedness or Disqualified Capital Stock or Preferred Stock will be deemed to be Indebtedness existing have been outstanding on the Issue Date. For purposes , so that it is classified as permitted under clause (3) of calculating the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.03 will be made as though such covenant under Section 4.03 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). For the avoidance of doubt, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result 4.03(a). No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (f) The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.14, upon which the Trustee may conclusively rely. The Trustee shall have no duty to inquire or to have existed prior verify the treatment of the Company’s debt by the Rating Agencies or otherwise to determine the factual basis for the Company’s determination of the occurrence or timing of a Covenant Suspension Event or Reversion Date. The Company also shall provide notice to the Issue Holders of any Covenant Suspension Event or Reversion Date.

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.13 hereof and clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during 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. In addition, during any Suspension Period, the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.14 hereof; provided that for purposes of determining the applicability of Section 4.14 hereof, the Reversion Date shall be defined as the date that (unless and until i) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes subsequently attain below an Investment Grade StatusRating and/or (ii) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, in which case 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 Suspended Covenants will again be suspended for such time that ratings assigned to the Notes maintain below an Investment Grade StatusRating. On and after the Reversion Date as defined with respect to Section 4.14 hereof, the Issuer and the Restricted Subsidiaries shall thereafter again be subject to Section 4.14 hereof under this Indenture, including, without limitation, with respect to a proposed transaction described in clause (ii); provided. (d) Notwithstanding the foregoing, howeverin the event of any such reinstatement, that no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusNotes; provided that (i) with respect to Restricted Payments made after such notification shall not be a condition for reinstatement, the suspension amount of the covenants set forth above to be effective. The Trustee Restricted Payments made shall be under no obligation to notify calculated as though Section 4.07 hereof had been in effect prior to, but not during, the holders of the Notes that the Notes have achieved Investment Grade Status. Suspension Period; and (cii) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had classified to have been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted incurred or issued pursuant to any clause (5) of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.09(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenantsclause (III) of Section 4.07(a) hereof, all agreements entered into and all actions taken events set forth in such clause (III) of Section 4.07(a) hereof occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (III) of Section 4.07(a) hereof. (e) The Issuer shall deliver promptly to the Issue DateTrustee an Officers’ Certificate notifying it of any such occurrence under this Section 4.17.

Suspension of Covenants. (a) The If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the following covenants will be suspended (collectively, the “Suspended Covenants”): (1) will not apply during any period during which the Notes have an Investment Grade Status Section 4.13 (a “Suspension PeriodAdditional Note Guarantees”): ); and (2) Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary4.18 (“Asset Sales”). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following the from any such Reversion Date (unless and until the maturity of the Notes subsequently attain unless there is a subsequent Covenant Suspension Event. The period of time between any Covenant Suspension Event and any Reversion Date is referred to in this description as the “Suspension Period.” (c) [Reserved] (d) The Company shall deliver to the Trustee an Investment Grade StatusOfficers’ Certificate notifying the Trustee of any Covenant Suspension Event or the commencement of any Suspension Period and certifying that such suspension complied with the foregoing provisions. In the absence of such notice, in which case the Trustee shall assume the Suspended Covenants will again be suspended for apply and are in full force and effect. The Company shall deliver to the Trustee an Officers’ Certificate notifying the Trustee of any occurrence of a Reversion Date. After any such time that notice of the Notes maintain an Investment Grade Status); providedoccurrence of a Reversion Date, however, that no the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) No Default or Event of Default will be deemed to exist under have occurred on the Indenture Reversion Date with respect to the Suspended Covenants, and none Covenants as a result of the Company or any of its Subsidiaries will bear any liability for any actions taken by the Company and the Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Company must comply with the terms of Section 4.13 (“Additional Note Guarantees”). (f) Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) or after the Suspension Period based solely on events occurring that occurred during the Suspension Period will not give rise to a Default or Event of Default under this Indenture. In addition, without causing a Default or Event of Default, the Company and the Restricted Subsidiaries shall be permitted to honor any contractual commitments with respect to the Suspended Covenants entered into during a Suspension Period and before any related following a Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred contractual commitments were entered into during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on and not in contemplation of a reversion of the Issue Date. Suspended Covenants. (g) For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof 4.18 (“Asset Sales”), on or after the Reversion Date, calculations under such covenant shall any unutilized Excess Proceeds amount will be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant reset to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Datezero.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which the Notes have an Investment Grade Status of time (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) that (i) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and Section 4.17. Additionally, during any Suspension Period(ii) no Default or Event of Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be permitted subject to designate any Restricted Subsidiary as an Unrestricted SubsidiarySections 1008 (except to the extent applicable under Section 1015), 1009, 1010, 1011 (except to the extent applicable under Section 1015), 1013, 1014, 1016 and 801(c) (collectively, the “Suspended Covenants”). (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Securities, for any period of time as a result of paragraph (a) of this Section and subsequently, at least two of the foregoing, and three Ratings Agencies withdraw their ratings on any subsequent date (the “Reversion Date”) Securities or assign the Notes cease to have Securities a rating below the required Investment Grade StatusRatings, then the Suspended Covenants Suspension Period shall immediately terminate and the Company and the Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none benefit of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period Securities and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should in writing thereof. Compliance with the Notes achieve Investment Grade Status; provided that Suspended Covenants following their reinstatement with respect to Restricted Payments made after the time of such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date withdrawal or assignment will be deemed to be Indebtedness existing on calculated in accordance with the Issue Date. For purposes terms of calculating the amount available to be made Section 1010 as Restricted Payments under if such Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after from the Issue Date date of this Indenture. (including c) Notwithstanding the Suspension Period). Restricted Payments made during foregoing, neither (i) the continued existence following the termination of the Suspension Period not of facts and circumstances or obligations that were incurred or otherwise permitted came into existence during a Suspension Period nor (ii) the performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to any the termination of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, includingshall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Company and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below an Investment Grade Rating and (2) the Company did not reasonably believe that such incurrence or actions would result in such withdrawal or downgrade. For purposes of clause (ii) above, without limitation, any increase in the Incurrence consideration to be paid by the Company or any Restricted Subsidiary pursuant to an amendment or modification to the terms of Indebtedness an existing obligation following the termination of the Suspension Period that does not exceed 10% of the consideration that was to be paid prior to such amendment or modification shall not be deemed to have been taken be a “material” amendment or modification. For purposes of clauses (1) and (2) above, anticipation and reasonable belief may be determined by the Company and shall be conclusively evidenced by a Board Resolution to have existed prior to such effect adopted by the Issue DateBoard of Directors. The Board of Directors in making its determination may, but need not, consult with the Rating Agencies.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, with respect to the Parent Guarantor and the Company Section 5.01(a)(3) ), Section 4.17 and Section 4.174.21. Additionally, during any Suspension Period, neither the Parent Guarantor nor the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Parent Guarantor 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Parent Guarantor, the Company or any of its their respective Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; , provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof); provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The If on any date following covenants (the “Suspended Covenants”) will not apply during any period during which Issue Date, the Notes have an achieved Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until the Reversion Date, the provisions of Sections 4.06, 4.08, 4.09, 4.10, 4.15 and 4.16 and the provisions of Section 5.01(b)(iii) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Parent Guarantor and its Restricted Subsidiaries. Such Sections and any related default provisions shall apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections shall not, however, be of any effect with regard to actions of the Parent Guarantor properly taken during the continuance of the Suspension Event, and Section 4.08 shall be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to exist under have occurred solely by reason of a Restricted Payment made while Section 4.08 was suspended. On the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Debt incurred during the continuance of the Suspension Period Event shall be classified, at the Parent Guarantor’s option, as having been incurred pursuant to Section 4.06(a) or one of the sub-clauses set forth in Section 4.06(b) (to the extent such Debt would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Debt incurred prior to such Reversion Date will be deemed to be Indebtedness existing the Suspension Event and outstanding on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during To the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date extent such Debt shall not be reduced so permitted to below zero solely as a result of be incurred under Section 4.06(a) or Section 4.06(b), such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Debt shall be deemed to have been taken or to have existed prior to outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(iii).

Suspension of Covenants. (a1) The If, on any date following covenants the Issue Date, (i) the Notes are rated Investment Grade by at least two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies) and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (such date, the “Suspended CovenantsSuspension Date”), the Company and its Restricted Subsidiaries will no longer be subject to Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.14, 4.18 or 5.01(3) will not apply during any hereof (such period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company and its Restricted Subsidiaries are not subject to such covenants, a “Suspension Period”). (2) In the Suspended Covenants for event of any period of time Suspension Period as a result of the foregoing, and on any subsequent date (the such date, a “Reversion Date”) the Notes cease to have are no longer rated Investment Grade Statusby two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies), then the Suspended Covenants Company and its Restricted Subsidiaries will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will thereafter again be suspended for subject to such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist covenants under the this Indenture with respect to future events. (3) The Company shall promptly upon its occurrence deliver to the Suspended CovenantsTrustee, and none an Officer’s Certificate notifying the Trustee of the Company occurrence of any Suspension Date or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if and the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effectivedate thereof. The Trustee shall be under no not have any obligation to monitor the occurrence or dates of any Suspension Date or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusoccurrence or dates of any Suspension Date or Reversion Date. (c4) On each Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified as having been Incurred pursuant to Section 4.08 hereof (to the extent such Indebtedness would be permitted to be Incurred or issued 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 Reversion Date will Indebtedness would not be so permitted to be Incurred pursuant to Section 4.08 hereof, such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(d)(4) hereof. On each Reversion Date, all Liens incurred during the Suspension Period shall be Indebtedness classified as having been incurred pursuant to Section 4.11 hereof (to the extent such Liens would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Liens incurred prior to the Suspension Period and existing on the Reversion Date). To the extent such Liens would not be so permitted to be incurred pursuant to Section 4.11 hereof, such Liens shall be deemed to have been existing on the Issue Date. For purposes , so that it is classified as permitted under paragraph (36) of calculating the definition of “Permitted Liens.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after since the Issue Date (including and prior, but not during, the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result . No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, or as such period may be extended as a result of delays relating to have existed prior a Gaming Authority or Governmental Authority, the Company shall comply with the terms of Section 4.18 hereof. (5) For purposes of Section 4.09 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. (6) During any Suspension Period, the Company and its Restricted Subsidiaries will be subject to the Issue Date.following maintenance covenant (the “Maintenance Covenant”):

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, with respect to the Parent Guarantor and the Company Section 5.01(a)(3) ), Section 4.17 and Section 4.174.21. Additionally, during any Suspension Period, neither the Parent Guarantor nor the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Parent Guarantor 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Parent Guarantor, the Company or any of its their respective Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; , provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.07(a)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof4.07(a)(C); provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants Following the first day (the “Suspended CovenantsSuspension Date”) will not apply during any period during which that: (1) the Notes have an Investment Grade Status Rating from both of the Rating Agencies, and (a “Suspension Period”): Section 4.072) no Default has occurred and is continuing under this Indenture, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodthe Parent Company, the Company will and the other Restricted Subsidiaries shall not be permitted subject to designate any Restricted Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10 and 4.11 and clause (3) of Section 5.01 (collectively, the “Suspended Covenants”). In addition, the Subsidiary Guarantees of the Subsidiary Guarantors shall also be suspended as an Unrestricted Subsidiary. (b) of the Suspension Date. In the event that the Parent Company, the Company and its the other 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Parent Company, the Company and the other Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Subsidiary Guarantees shall be reinstated. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this Indenture as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period”. Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will shall be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none of Covenants during the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such periodPeriod. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effectiveoccurrence of any Suspension Date or Reversion Date. The Trustee shall be under no obligation to notify On the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.03(a) or Section 4.03(b) (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 Reversion Date will Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to be Indebtedness existing have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (13) of Section 4.03(b). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant 4.04 shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during prior to, but not during, the Suspension Period not (and, for avoidance of doubt, all Consolidated EBITDA and other amounts attributable to the Suspension Period that would otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce increase the amount of Restricted Payments available to be made as pursuant to Section 4.04 shall be excluded in determining the amount of Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments following the Reversion Date). For purposes of determining compliance with Section 4.11, on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitationDate, the Incurrence of Indebtedness Net Cash Proceeds from all Asset Sales not applied in accordance with such covenant shall be deemed to have been taken or be reset to have existed prior to the Issue Datezero.

Suspension of Covenants. If on any date following the Issue Date, (ai) The following the Securities have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not apply during any period during which be applicable to the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17Securities. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company and its the 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 (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Suspended Covenants Company and the Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such periodfuture events. The Company shall notify period of time between the Trustee should Covenant Suspension Event and the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for Reversion Date is referred to in this description as the suspension of the covenants set forth above to be effective“Suspension Period”. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior will be classified as having been incurred pursuant to such clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.3 will be made as though such the covenant described under Section 4.3 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.07(a)(4)(C) hereof; provided4.3. As described above, that the amount available however, no Default or Event of Default will be deemed to be made as Restricted Payments have occurred on the Reversion Date shall not be reduced to below zero solely as a result of such any action or inaction taken or not taken by the Issuer or the Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken Subsidiaries during the Suspension Period, includingthat would have, without limitationif the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Incurrence Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateits Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) ), and Section 4.17. Additionally, during any Suspension Period, the Company will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.07(a)(D) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (1819) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof4.07(a)(D); provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants During any period of time that (x) the Company’s Credit Rating is Investment Grade, and (y) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clause (x) and this clause (y) being collectively referred to as a “Suspension Event”) Holdings and its Subsidiaries shall not be subject to Sections 4.11 and 4.14 of this Indenture (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Holdings 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 (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw the Company’s Investment Grade StatusCredit Rating or downgrade the Company’s Credit Rating below Investment Grade, then Holdings and its Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) The period of time between the occurrence of a Suspension Event and the Reversion Date is referred to in this Indenture as the “Suspension Period.” (unless d) Upon the Reversion Date, the obligation to grant Guarantees pursuant to Section 4.11 shall be reinstated (and until the Notes subsequently attain an Investment Grade StatusReversion Date shall be deemed to be the date on which any guaranteed indebtedness was incurred for purposes of Section 4.11). (e) During the Suspension Period, in which case the Note Guarantee of any Guarantor shall be released from all obligations under its Guarantee pursuant to Section 11.05(b). Any Guarantees that were released pursuant to Section 11.05(b) shall be required to be reinstated reasonably promptly to the extent such Note Guarantees would otherwise be required to be provided hereunder. (f) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and Holdings and any Subsidiary shall be permitted, following a Reversion Date, without causing a Default or Event of Default or breach of the Suspended Covenants (notwithstanding the reinstatement thereof), to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby; provided that with respect to Restricted Payments made after any such Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.14 had been taken in effect prior to, but not during, the Suspension Period. (g) The Company shall give the Trustee prompt written notice of any Suspension Event. In the absence of such notice the Trustee shall assume and be fully protected in so assuming the Suspended Covenant applies and is in full force and effect. The Company shall give the Trustee prompt written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date the Trustee shall assume the Suspended Covenant applies and is in full force and effect. For the avoidance of doubt, the Trustee shall have no obligation to discover or to have existed prior to verify the Issue existence or termination of any Suspension Event or Reversion Date.

Suspension of Covenants. Following the first day (the “Suspension Date”) that (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status Rating from both Xxxxx’x and S&P, and (a “Suspension Period”): Section 4.07b) no Default has occurred and is continuing, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension PeriodHoldings, the Company and all of the Restricted Subsidiaries will not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary. Sections 3.2, 3.3, 3.4, 3.5, 3.8 and 4.1(a)(4) (b) collectively, the “Suspended Covenants”). In the event that Holdings, the Company and its the 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 (the “Reversion Date”) one or both of Xxxxx’x and S&P withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then Holdings, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to herein as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none of Covenants during the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if Period. On the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Restricted Payments made during The Company will notify the Trustee in an Officers’ Certificate of a Suspension Period not otherwise permitted pursuant to any Date and of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce a Reversion Date, promptly after the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateoccurrence thereof.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.14 and 5.01(a)(iv) (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that the Company Issuer and its the 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Guarantees, if any, of any Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” (unless and until the Notes subsequently attain an Investment Grade Status, in which case d) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusSuspension Period). (ce) On each the Reversion Date, all Indebtedness Incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Sections 4.03(a) or (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.04 will be made as though such covenant the relevant provisions under Section 4.04 had been in effect during the entire period of time after since the Issue Date (including with amounts calculated from the respective dates specified in Section 4.04 and the related definitions) and throughout the Suspension Period). For the avoidance of doubt, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result 4.04(a). No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Issuer or to have existed prior its Restricted Subsidiaries during the Suspension Period. (f) The Issuer shall deliver promptly to the Issue Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.16.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.114.12, with respect to the Parent Guarantor and the Company Section 5.01(a)(3), Section 5.01(a)(3) 4.19 and Section 4.174.23. Additionally, during any Suspension Period, the Company Parent Guarantor will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Parent Guarantor 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Parent Guarantor, the Company or any of its their respective Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; , provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall have no duty to (i) monitor the Investment Grade Status of the Notes, or (ii) ascertain whether either a Suspension Period or Reversion Date has occurred. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.07(a)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof4.07(a)(C); provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants Notwithstanding any provision of this Indenture or of the Notes to the contrary, during any period of time after the date of this Indenture that (a) the Notes are rated Investment Grade by two of the Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15 and 5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections (the “Suspended Covenants”) will not apply during any period during which ). Additionally, at such time as the Notes have an Investment Grade Status above referenced covenants are suspended (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period), the Company will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, Status and no Default or Event of Default is in existence (in which case event the Suspended Covenants will again shall no longer be suspended in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that Status and no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained is in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusexistence). (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Existing Indebtedness. On each Reversion Date. For purposes , all calculations made of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect during the entire period of time after the Issue Date (including the prior to, but not during, any Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments4.07(a). In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, includingany future obligation to grant further Guarantees under Section 4.15 shall be released. All such further obligation to grant Guarantees shall be reinstated upon a Reversion Date. For purposes of Section 4.10, without limitationon the Reversion Date, the Incurrence unutilized amount of Indebtedness Net Proceeds will be reset to zero. Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall be deemed to have been taken constitute a breach of any covenant set forth herein or to have existed prior to the Issue Datecause a Default or Event of Default thereunder.

Suspension of Covenants. During any period of time that the Securities of any Series achieve Investment Grade Ratings from at least two of the three Rating Agencies and no Default or Event of Default has occurred and is continuing (athe occurrence of the events described in the foregoing clauses ‎(i) The following covenants and ‎(ii) being collectively referred to as a “Covenant Suspension Event”), with respect to the Securities of such Series, IRSA PC will not be subject to the provisions described under Sections ‎3.16, 3.17; and ‎3.19 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17). Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company IRSA PC 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 (the “Reversion Date”) one of the Notes cease Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected Series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such Series no longer have Investment Grade StatusRatings from at least two (2) of the three (3) Rating Agencies, then with respect to such Series of Securities IRSA PC will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Statusmay be reinstated, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default under any Series of Securities will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such periodSuspension Period). The Company shall notify On the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been Incurred pursuant to the first paragraph of ‎Section 3.16 (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 Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to the first paragraph of ‎Section 3.16 such Indebtedness will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under clause ‎(f) of the second paragraph of ‎Section 3.16. For purposes IRSA PC shall promptly notify the Trustee in writing of calculating the amount available occurrence of any Covenant Suspension Event pursuant to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or this ‎Section 3.15. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. IRSA PC shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after the a Reversion Date. In the absence of such notice, calculations under such covenant the Trustee shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during assume that the Suspension Period not otherwise permitted pursuant continues to remain in effect. The Trustee will have no obligation to (i) independently determine or verify if any of clauses the events described in this ‎Section 3.15 have occurred, (2ii) through (6) or (18) under Section 4.07(b) hereof will reduce make any determination regarding the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result impact of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, Period on IRSA PC’ s or any of its Subsidiary’s future compliance with their covenants or (iii) notify the Incurrence Holders of Indebtedness shall be deemed to have been taken the commencement of the Suspension Period or to have existed prior to the Issue Reversion Date.

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.13 hereof and clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during 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. In addition, during any Suspension Period, the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.14 hereof; provided that for purposes of determining the applicability of Section 4.14 hereof, the Reversion Date shall be defined as the date that (unless and until i) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes subsequently attain below an Investment Grade StatusRating and/or (ii) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, in which case such transaction (alone or together with any related recapitalization or financing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the Suspended Covenants will again be suspended for such time that ratings assigned to the Notes maintain below an Investment Grade StatusRating. On and after the Reversion Date as defined with respect to Section 4.14 hereof, the Issuer and the Restricted Subsidiaries shall thereafter again be subject to Section 4.14 hereof under this Indenture, including, without limitation, with respect to a proposed transaction described in clause (ii); provided. (d) Notwithstanding the foregoing, howeverin the event of any such reinstatement, that no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusNotes; provided that (i) with respect to Restricted Payments made after such notification shall not be a condition for reinstatement, the suspension amount of the covenants set forth above to be effective. The Trustee Restricted Payments made shall be under no obligation to notify calculated as though Section 4.07 hereof had been in effect prior to, but not during, the holders of the Notes that the Notes have achieved Investment Grade Status. Suspension Period; and (cii) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had classified to have been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted incurred or issued pursuant to any clause (5) of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.09(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenantsclause (III) of Section 4.07(a) hereof, all agreements entered into and all actions taken events set forth in such clause (III) of Section 4.07(a) hereof occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (III) of Section 4.07(a) hereof. (e) The Issuer shall deliver promptly to the Issue DateTrustee an Officers’ Certificate notifying it of any such occurrence under this Section 4.17.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date, (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15, clause (iii) of Section 5.01(a) and Section 4.17. Additionally, during any Suspension Period5.01(f) hereof shall no longer be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating (in each case, to the extent given an Investment Grade Rating by such Rating Agency), then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Subsidiary Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 hereof (including Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 hereof and the definition of “Permitted Liens” and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 hereof 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); (ii) 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 classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee or obligation entered into by such Subsidiary during any Suspension Period; and (vi) 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 to have been made under clause (e) of the Indenture definition of “Permitted Investments.” (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses , and (2) through following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (6g) Neither the Trustee nor any Agents shall have any duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (18iii) under Section 4.07(b) hereof will reduce notify the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result Holders of such Restricted Payments. In addition, for purposes any of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.14 and 5.01(a)(iv) (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of any Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that the Company Issuer and its the 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” (unless and until the Notes subsequently attain an Investment Grade Status, in which case d) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusSuspension Period). (ce) On each the Reversion Date, all Indebtedness Incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Sections 4.03(a) or (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.04 will be made as though such covenant the relevant provisions under Section 4.04 had been in effect during the entire period of time after since the Issue Date (including with amounts calculated from the respective dates specified in Section 4.04 and the related definitions) and throughout the Suspension Period). For the avoidance of doubt, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result 4.04(a). No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Issuer or to have existed prior its Restricted Subsidiaries during the Suspension Period. (f) The Issuer shall deliver promptly to the Issue Trustee an Officer’s Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.16.

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Notes have Investment Grade Status and (ii) no Default of Event of Default has occurred and is continuing under this Indenture, the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.05 hereof, Section 4.07 hereof, Section 4.08 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.17 hereof and clause (iv) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for If at any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes thereafter cease to have Investment Grade Status, then the Suspended Covenants will apply thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with respect performing any calculation or assessment to events occurring following determine compliance with the Reversion Date (terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Status, Status (in which case event the Suspended Covenants will again shall no longer be suspended in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Default, Event of Default will or breach of any kind shall be deemed to exist under the Indenture Indenture, the Notes or the Guarantees with respect to the Suspended CovenantsCovenants based on, and none of the Company or any of its Subsidiaries will Subsidiaries, shall bear any liability for for, any actions taken or events occurring during a the Suspension Period and before any related Reversion Date(as defined below), or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such the Reversion Date, regardless of whether those such actions or events would have been permitted if the applicable Suspended Covenant had Covenants remained in effect during such period. The Company shall notify period of time between the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the date of suspension of the covenants set forth above and the Reversion Date, if any, is referred to be effective. The Trustee shall be under no obligation to notify as the holders of the Notes that the Notes have achieved Investment Grade Status“Suspension Period”. (c) On each the Reversion Date, if any, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.07(b)(xi). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.05 will be made as though such covenant the covenants described under Section 4.05 had been in effect during the entire period of time after since the Issue Date (including and prior to, but not during, the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments4.05. In addition, for purposes any obligation to grant further Guarantees of the other Suspended Covenants, all agreements entered into and all actions taken Notes shall be released during the Suspension Period, including, without limitation, the Incurrence of Indebtedness . All such further obligations to grant Guarantees shall be deemed to have been taken or to have existed prior to reinstated upon the Issue Reversion Date.

Suspension of Covenants. (a) The If on any date following covenants the Completion Date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ), then (A) the Guarantees will be automatically suspended and no longer be applicable until the occurrence of the Reversion Date (and will be automatically reinstated upon the occurrence of the Reversion Date) and (B) Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15, clause (iv) of Section 5.01(a) and Section 4.17. Additionally5.01(f) hereof shall no longer be applicable to the Notes (collectively, during any the “Suspended Covenants”) until the occurrence of the Reversion Date. (b) During a Suspension Period, the Company will Issuer may not be permitted to designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted SubsidiarySubsidiaries. (bc) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to no longer have an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for the purposes of Section 4.12 and the definition of “Permitted Liens” and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries or events occurring prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuers or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to Restricted Payments made after the Reversion Date, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period; and (vi) all Investments made during the Suspension Period will be deemed to have been outstanding on the Completion Date, so that they are classified as Permitted Investments permitted under clause (5) of the Indenture definition of “Permitted Investments.” (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during a Suspension Period, in each case, as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes (or, upon termination of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to or after that time, based on any of clauses (2) through (6) action taken or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, event that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken occurred during the Suspension Period) and (2) following a Reversion Date, includingthe Issuer and each Restricted Subsidiary will be permitted, without limitationcausing a Default or Event of Default, the Incurrence of Indebtedness to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby. (g) The Trustee shall be deemed have no independent obligation to have been taken determine if any Suspension Date or to have existed prior to the Issue DateReversion Date has occurred.

Suspension of Covenants. (a) The following covenants During any period in which the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default has occurred and is continuing under this Indenture (the “Suspended Covenants”) "Suspension Period"), Sections 4.9, 4.10, 4.11, 4.12, 4.13 and 4.14 will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodcollectively, the Company will not "Suspended Covenants"). Upon the suspension of the Suspended Covenants, the amount of Net Cash Proceeds for purposes of Section 4.13 shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiaryset at zero. (b) 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, Section 4.19(a) and on any subsequent date (the “Reversion Date”) either Rating Agency subsequently withdraws its rating or downgrades its rating of the Notes cease to have below Investment Grade StatusGrade, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no or a Default or Event of Default will occurs and is continuing, then the Company and its Restricted Subsidiaries shall thereafter again be deemed to exist under the Indenture with respect subject to the Suspended CovenantsCovenants (such date, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related "Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if "). On the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will shall be deemed to be Indebtedness existing have been outstanding on the Issue DateDate and classified as permitted under Section 4.9(b)(4). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date4.11(a)(3), calculations under such covenant shall Section 4.11(a)(3) will be made as though such covenant had been in effect during the entire period of time after with reference to the Issue Date as set forth in that Section. Accordingly, (including the Suspension Period). x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.11(a) hereof; provided, that and (y) the items specified in Sections 4.11(a)(3)(i) and (a)(3)(ii) will increase the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result under Section 4.11(a)(3). The results of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken by the Company and the Restricted Subsidiaries during the Suspension Periodperiod in which the Notes are rated Investment Grade, includingand did not otherwise violate this Indenture at the time such actions were taken, without limitation, the Incurrence of Indebtedness shall be deemed permitted to have been taken remain in place after any date on which the Notes are no longer rated Investment Grade without causing a Default or to have existed prior to the Issue DateEvent of Default.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which the Notes have an Investment Grade Status of time (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) that: (1) the Notes have Investment Grade Ratings by both Rating Agencies; provided that prior to the assignment of the Investment Grade Ratings the Company has advised the Rating Agencies that the Suspended Covenants will not apply during the Suspension Period; (2) no Default or Event of Default has occurred and is continuing; and (3) the Company has delivered an officers’ certificate to the Trustee certifying that the conditions set forth in clauses (1) and Section 4.17. Additionally, during any Suspension Period, (2) above are satisfied; the Company and the Restricted Subsidiaries will not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary. Sections 4.10, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (b3) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (subsequently, one or both of the “Reversion Date”) Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes cease to have below the required Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Ratings or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be deemed to exist under the Indenture with respect subject to the Suspended Covenants, and none compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default (such time, the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related “Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (cTime”) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on calculated in accordance with the Issue Date. For purposes terms of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made 4.12 as though such covenant Section 4.12 had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to from the Issue Date, it being understood that no actions taken by the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. For purposes of Section 4.15, at the Reversion Time the Excess Proceeds shall be reset to zero. During a Suspension Period the Board of Directors of the Company may not designate any Subsidiary an Unrestricted Subsidiary pursuant to the second paragraph of the definition of “Unrestricted Subsidiary.”

Suspension of Covenants. (a) The following covenants If on any date after the Issue Date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent”): Section 4.07), Section 4.08then, Section 4.09beginning on that day, Section 4.10, Section 4.11, Section 4.13(I) Section 4.14, Section 4.15, Section 4.16 and Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period(collectively, the Company will not “Suspended Covenants”) shall no longer be permitted applicable to designate any Restricted Subsidiary as an Unrestricted Subsidiarythe Notes. (b) In the event that the Company Co-Issuers and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Co-Issuers and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) The period of time between the Covenant Suspension Event and the Reversion Date (unless is referred to as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Co-Issuers and until the Notes subsequently attain an Investment Grade Status, in which case the Restricted Subsidiaries prior to such reinstatement that would otherwise be a breach of any Suspended Covenants Covenant will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusNotes; provided that (i) with respect to Restricted Payments made after any such notification reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period, and (ii) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2) of Section 4.10(b). No Subsidiaries shall not be a condition for designated as Unrestricted Subsidiaries during any Suspension Period. During the suspension Suspension Period, any future obligations to grant further Guarantees of the covenants set forth above Notes shall be suspended but such further obligation to grant Guarantees of the Notes shall be effectivereinstated upon the Reversion Date. (d) The Company will promptly deliver to the Trustee an Officer’s Certificate identifying any Covenant Suspension Event including the date thereof and an Officer’s Certificate identifying any Reversion Date. The Trustee shall be under no obligation not have any duty to monitor whether there is a Covenant Suspension Event or a Reversion Date and shall not have any duty to notify the holders noteholders of the Notes that the Notes have achieved Investment Grade Status. (c) On each any Covenant Suspension Event or Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants contained in Section 4.7; Section 4.8; Section 4.9; Section 4.10; Section 4.11; clauses (ii) and (iii) of Section 4.13 and clause (vii) of Section 5.1 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3). (b) and Section 4.17. Additionally, during any Suspension Period, the Company will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (bc) 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 (the ““ Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Default, Event of Default or breach of any kind will be deemed to exist under any of the Indenture Note Documents with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Debt Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section 4.07(a)(4)(C) hereof 4.7 on or after the Reversion Date, such calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2ii) through (6) or (18xvi) under the second paragraph of Section 4.07(b) hereof 4.7 will reduce the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section 4.07(a)(4)(C) hereof4.7; provided, provided that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, Covenants all agreements entered into and all actions taken during the Suspension Period, including, without limitation, including the Incurrence of Indebtedness Debt shall be deemed to have been taken or to have existed prior to the Issue Date. The Company, in an Officer’s Certificate, shall provide the Trustee notice of any Suspension Period or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company’s future compliance with its covenants or (iii) notify the Holders of a Suspension Period or Reversion Date.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that (i) the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) 4.15 and Section 4.17. Additionally, during any Suspension Period5.01(a)(4) hereof shall not be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”). (b) During a Suspension Period (as defined below), the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (unless and until d) Notwithstanding the Notes subsequently attain an Investment Grade Statusforegoing, in which case the Suspended Covenants event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries or events occurring prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Datethat (i) with respect to Restricted Payments made after such reinstatement, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall will be made calculated as though such covenant Section 4.07 hereof had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Restricted Payments made ; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period not otherwise permitted will be classified to have been incurred or issued pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.09(b)(3) hereof; provided, that the amount available to be made as Restricted Payments all Indebtedness outstanding on the Reversion Date under the Senior Credit Facilities shall not be reduced deemed incurred or issued pursuant to below zero solely as a result Section 4.09(b)(1) hereof (up to the maximum amount of such Restricted Payments. In addition, for purposes Indebtedness that would be permitted to be incurred thereunder as of the other Suspended Covenants, all agreements Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date); (iii) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and all actions taken (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (e) On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to so long as such contract and such consummation would have been taken or to have existed prior to the Issue Datepermitted during such Suspension Period.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date, (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall no longer be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating (in each case, to the extent given an Investment Grade Rating by such Rating Agency), then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses , and (2) through following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (6g) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (18iii) under Section 4.07(b) hereof will reduce notify the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result Holders of such Restricted Payments. In addition, for purposes any of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The If on any date following covenants (the “Suspended Covenants”) will not apply during any period during which Issue Date, the Notes have an achieved Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until the Reversion Date, the provisions of Sections 4.06, 4.08, 4.09, 4.10, 4.15 and 4.16 and the provisions of Section 5.01(b)(iii) and, in each case, any related default provision of the Secured Indenture will cease to be effective and will not be applicable to the Parent Guarantor and its Restricted Subsidiaries. Such Sections and any related default provisions shall apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections shall not, however, be of any effect with regard to actions of the Parent Guarantor properly taken during the continuance of the Suspension Event, and Section 4.08 shall be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to exist under have occurred solely by reason of a Restricted Payment made while Section 4.08 was suspended. On the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Debt Incurred during the continuance of the Suspension Period Event shall be classified, at the Parent Guarantor’s option, as having been Incurred pursuant to Section 4.06(a) or one of the subclauses set forth in Section 4.06(b) (to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to such Reversion Date will be deemed to be Indebtedness existing the Suspension Event and outstanding on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during To the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date extent such Debt shall not be reduced so permitted to below zero solely as a result of be incurred under Section 4.06(a) or Section 4.06(b), such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Debt shall be deemed to have been taken or to have existed prior to outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(iii).

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date, the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.08 (but only to the extent related to properties or assets of the Issuer, its Restricted Subsidiaries and Holdings that do not constitute Collateral), 4.09, 4.10, 4.11, 4.12, 4.15 and 5.01(a)(3) hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Disposition shall be reset at zero. In the event that the Company Issuer 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between (and including) the Suspension Date and the Reversion Date (unless and until but excluding the Notes subsequently attain an Investment Grade StatusReversion Date) is referred to in this description as the “Suspension Period.” (c) In the event of any such reinstatement, in which case no action taken or omitted to be taken by the Suspended Covenants Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the Indenture with respect to Notes. On the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(b)(4). With respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.10 had been in effect prior to, but not during, the Suspension Period. In addition, for purposes of Section 4.12, all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an Affiliate of Holdings during the Suspension Period prior to such Reversion Date will be deemed to have been entered pursuant to Section 4.12(b)(8), and for purposes of Section 4.11, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be Indebtedness existing on deemed to have been entered pursuant to clause (1)(A) of the Issue first paragraph of Section 4.11. During any Suspension Period, the Board of Directors may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. (d) In addition, notwithstanding the foregoing, the continued existence after any reinstitution of the foregoing covenants of facts and circumstances or obligations arising from transactions that occurred during the Suspension Period shall not constitute a breach of any covenant set forth in this Indenture or cause a Default or an Event of Default thereunder. Following a Reversion Date. For , the Issuer and its Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period and to consummate the transactions thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants; provided further that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under the Restricted Payments Basket or under Section 4.10(b) and, if not permitted by any such provisions, such Restricted Payment shall be deemed permitted under the Restricted Payments Basket and shall be deducted for purposes of calculating the amount available pursuant to be made as the Restricted Payments under Section 4.07(a)(4)(CBasket (which may not be less than zero). (e) hereof on or after Upon the Reversion Date, calculations under such covenant shall the obligations to grant Note Guarantees pursuant to Section 4.15 will be made as though such covenant had been in effect reinstated (and the Reversion Date will be deemed to be the date on which any Subsidiary was acquired or created during the entire period of time after the Issue Date (including the Suspension Period). (f) The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Suspension Date or Reversion Date. Restricted Payments made during The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the Suspension Period not otherwise permitted pursuant to any impact of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, Period on the Incurrence Issuer’s future compliance with their covenants or (iii) notify the Holders of Indebtedness shall be deemed to have been taken a Suspension Date or to have existed prior Reversion Date. The Trustee may deliver a copy of any such Officer’s Certificate to the Issue DateHolders upon request.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day (the “Suspension Date”) and continuing until the Reversion Date, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the Suspended Covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have do not carry an Investment Grade StatusRating from at least one Rating Agency, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following on or after the Reversion Date (unless and until there shall be a new Suspension Date. The period between a Suspension Date and a Reversion Date is referred to in this Section 4.16 as a “Suspension Period.” The Guarantees of the Notes subsequently attain an Investment Grade StatusGuarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset to zero. (d) During any Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 hereof (including Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 hereof). Notwithstanding the foregoing, in which case the event of any reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided that (1) with respect to Restricted Payments made after such reinstatement, and none the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or 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) all Liens incurred during the Suspension Period will be classified to have been incurred under clause (7) of the Company definition of “Permitted Liens”; (4) any Affiliate Transaction entered into after such reinstatement pursuant to all agreements and arrangements entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof; (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 its Subsidiaries will bear Section 4.08(a) hereof that becomes effective during any liability Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and (6) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. In addition, for any actions taken or purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to such clause (3). On and before any related after each Reversion Date, or the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to contract entered into during the Suspension Period, so long as such Reversion Date, regardless of whether those actions or events contract and such consummation would have been permitted if the applicable Suspended Covenant had remained in effect during such period. Suspension Period. (e) The Company Issuer shall notify the Trustee should of the Notes achieve Investment Grade Statusoccurrence of any Covenant Suspension Event; provided that no such notification shall not be a condition for the suspension of the covenants set forth above Suspended Covenants to be effective. The ; provided further that the Trustee shall be under no obligation to notify the holders inform Holders of the Notes that the Notes have achieved Investment Grade Statusoccurrence of any Covenant Suspension Event. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. During any period of time that the Securities of any Series achieve Investment Grade Ratings from at least two of the three Rating Agencies and no Default or Event of Default has occurred and is continuing (athe occurrence of the events described in the foregoing clauses (i) The following covenants and (ii) being collectively referred to as a “Covenant Suspension Event”), with respect to the Securities of such Series, IRSA PC will not be subject to the provisions described under Sections 3.16, 3.17; and 3.19 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17). Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company IRSA PC 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 (the “Reversion Date”) one of the Notes cease Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the Securities of the affected Series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such Series no longer have Investment Grade StatusRatings from at least two (2) of the three (3) Rating Agencies, then with respect to such Series of Securities IRSA PC will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Statusmay be reinstated, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default under any Series of Securities will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such periodSuspension Period). The Company shall notify On the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period will be classified to have been Incurred pursuant to the first paragraph of Section 3.16 (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 Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to the first paragraph of Section 3.16 such Indebtedness will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second paragraph of Section 3.16. For purposes IRSA PC shall promptly notify the Trustee in writing of calculating the amount available occurrence of any Covenant Suspension Event pursuant to be made as Restricted Payments under this Section 4.07(a)(4)(C) hereof on or 3.15. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. IRSA PC shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after the a Reversion Date. In the absence of such notice, calculations under such covenant the Trustee shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during assume that the Suspension Period not otherwise permitted pursuant continues to remain in effect. The Trustee will have no obligation to (i) independently determine or verify if any of clauses the events described in this Section 3.15 have occurred, (2ii) through (6) or (18) under Section 4.07(b) hereof will reduce make any determination regarding the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result impact of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, Period on IRSA PC’ s or any of its Subsidiary’s future compliance with their covenants or (iii) notify the Incurrence Holders of Indebtedness shall be deemed to have been taken the commencement of the Suspension Period or to have existed prior to the Issue Reversion Date.

Suspension of Covenants. (a) The following covenants For so long as (i) the Notes are rated Investment Grade by at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.16 and clause (3) of Section 5.01 (collectively, the “Suspended Covenants”): (b) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodsuch time as the above referenced covenants are suspended, (i) the Note Guarantees of the Subsidiary Guarantors will also be suspended (the “Suspended Guarantees”) and (ii) the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if the Suspended Covenants had been in effect for such period. (bc) In If at any time the event Notes’ credit rating is downgraded below an Investment Grade rating by any of the Rating Agencies such that the Company and its Restricted Subsidiaries are Notes do not subject to the Suspended Covenants for any period of time as a result have an Investment Grade rating by at least two of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have Investment Grade StatusRating Agencies, then the Suspended Covenants and the Suspended Guarantees will apply thereafter be reinstated as if such covenants and guarantees had never been suspended (the “Reinstatement Date”) and will be applicable pursuant to the terms of this Indenture (including in connection with respect performing any calculation or assessment to events occurring following determine compliance with the Reversion Date (terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Status, rating from at least two of the Rating Agencies (in which case event the Suspended Covenants and the Suspended Guarantees will again no longer be suspended in effect for such time that the Notes maintain an Investment Grade Statusrating with at least two of the Rating Agencies); provided, however, that no Default or Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Note Guarantees with respect to the Suspended Covenants, and none of Covenants or the Company or any of its Subsidiaries will bear any liability for Suspended Guarantees based on any actions taken or events occurring during a the Suspension Period and before any related Reversion Datereferred to below, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion the Reinstatement Date, regardless of whether those such actions or events would have been permitted if the applicable Suspended Covenant had Covenants or the Suspended Guarantees remained in effect during such period. The Company shall notify period of time between (i) the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the date of suspension of the covenants set forth above Suspended Covenants and the Suspended Guarantees and (ii) the Reinstatement Date, if any, is referred to be effective. The Trustee shall be under no obligation to notify as the holders of the Notes that the Notes have achieved Investment Grade Status“Suspension Period.” (cd) On each Reversion the Reinstatement Date, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will be deemed classified as having been Incurred in compliance with clauses Section 4.09(a) and (b) hereof. To the extent such Indebtedness would not be so permitted to be Incurred in compliance with Section 4.09(a) and (b), such Indebtedness existing on will be classified as having been Incurred pursuant to Section 4.09(c)(3) hereof. Calculations made after the Issue Date. For purposes Reinstatement Date of calculating the amount available to be made as Restricted Payments under pursuant to Section 4.07(a)(4)(C4.07(a) hereof on or after the Reversion Date, calculations under such covenant shall will be made as though such covenant had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that hereof to the extent set forth in such covenant and the items specified in subclauses (i)-(iii) of Section 4.07(a)(4)(C) will increase the amount available to be made made. For purposes of determining compliance with Section 4.10 hereof, the amount of Excess Proceeds will be deemed to be zero as Restricted Payments of the Reinstatement Date. Any encumbrance or restriction on the Reversion Date shall not be reduced ability of any Restricted Subsidiary to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken take any action specified in Section 4.08(a)(1) through (4) that becomes effective during the any Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to be permitted pursuant to Section 4.08(b)(1). Any Affiliate Transaction entered into after a Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5). On and after any Reinstatement Date, the Company and its Restricted Subsidiaries will be permitted to consummate 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 taken permitted during such Suspension Period. (e) The Trustee shall not have an obligation to either monitor or verify the occurrence of either the suspension or reinstatement of the covenants referred to above or to have existed prior to notify the Issue DateHolders of such events.

Suspension of Covenants. (a) The following covenants Following the first day (the “Suspended CovenantsSuspension Date”) will not apply during any period during which that (1) the Notes have an Investment Grade Status Rating from both of the Rating Agencies and (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(32) no Default has occurred and Section 4.17. Additionally, during any Suspension Periodis continuing under this Indenture, the Company will and its Restricted Subsidiaries shall not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary. Sections 4.08, 4.09, 4.11, 4.12, 4.13 and 6.01(a)(3)(B) (b) collectively, the “Suspended Covenants”). 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will shall be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none of Covenants during the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusPeriod. (cb) On each the Reversion Date, all Indebtedness Debt Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.08(a) or (b) (to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Date and outstanding on the Reversion Date). To the extent such Reversion Date will Debt would not be so permitted to be Incurred pursuant to Section 4.08, such Debt shall be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(b)(1). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant 4.09 shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during prior to, but not during, the Suspension Period not (and, for avoidance of doubt, all Consolidated Net Income and other amounts attributable to the Suspension Period that would otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce increase the amount of Restricted Payments available to be made as pursuant to any clause (including Section 4.09(a)(3)(A)) of Section 4.09 shall be excluded in determining the amount of Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments following the Reversion Date). For purposes of determining compliance with Section 4.11(a), on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitationDate, the Incurrence of Indebtedness Net Available Cash from all Asset Sales not applied in accordance with such covenant shall be deemed to have been taken or be reset to have existed prior zero. (c) The Company shall deliver written notice to the Issue Trustee of the occurrence of a Suspension Date or a Reversion Date.

Suspension of Covenants. (a) The following covenants contained in Section 4.7; Section 4.8; Section 4.9; Section 4.10; Section 4.11; clauses (ii) and (iii) of Section 4.13 and clause (vii) of Section 5.1 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3). (b) and Section 4.17. Additionally, during any Suspension Period, the Company Issuer will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (bc) In the event that the Company Issuer 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 (the ““ Reversion Date”) the Notes cease to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Default, Event of Default or breach of any kind will be deemed to exist under any of the Indenture Note Documents with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Debt Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section 4.07(a)(4)(C) hereof 4.7 on or after the Reversion Date, such calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2ii) through (6) or (18xvi) under the second paragraph of Section 4.07(b) hereof 4.7 will reduce the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section 4.07(a)(4)(C) hereof4.7; provided, provided that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, Covenants all agreements entered into and all actions taken during the Suspension Period, including, without limitation, including the Incurrence of Indebtedness Debt shall be deemed to have been taken or to have existed prior to the Issue Date. The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Suspension Period or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of a Suspension Period or Reversion Date.

Suspension of Covenants. (a) The following covenants If on any date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall no longer be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating (in each case, to the extent given an Investment Grade Rating by such Rating Agency), then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Subsidiary Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) to the extent provided for in Section 4.12 and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the definition of “Permitted Liens” for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Holdings, the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 hereof 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); (ii) 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 classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period; and (vi) all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (e) of the Indenture definition of “Permitted Investments”. (f) The Trustee shall have no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the commencement or termination of a Suspension Period. The Issuer shall provide prompt written notice to the Trustee of any Suspension Date or Reversion Date that occurs. (g) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, Covenants and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions action taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or binding commitment arising prior to such after that time based solely on any action taken or event that occurred during the Suspension Period) and (2) following a Reversion Date, regardless the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of whether those actions Default, to honor, comply with or events would have been permitted if otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the applicable Suspended Covenant had remained in effect during such period. transactions contemplated thereby. (h) The Company Issuer shall promptly notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the in writing of any suspension or reinstatement of the covenants set forth above Suspended Covenants and, in the absence of such notice, the Trustee shall be entitled to be effectivepresume that no such suspension or reinstatement has occurred. The Trustee shall be under have no obligation duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a covenant suspension or reversal shall have occurred, or (iii) notify the holders Holders of any of the Notes that the Notes have achieved Investment Grade Statusforegoing. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants Following the first day (the “Suspended CovenantsParent Suspension Date”) will not apply during any period during which that: (i) Parent or its senior unsecured debt or the Notes have an Investment Grade Status Rating from two of the Rating Agencies and (a “Suspension Period”): Section 4.07ii) no Default has occurred and is continuing under this Indenture, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) Parent and Section 4.17. Additionally, during any Suspension Period, the Company its Restricted Subsidiaries will not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary. Section ‎5.01 and ‎5.02 (b) collectively, the “Parent Suspended Covenants”). In the event that the Company Parent and its Restricted Subsidiaries are not subject to the Parent Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Parent Reversion Date”) one or two of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to Parent, its senior unsecured debt or Notes, as applicable, below an Investment Grade Rating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Parent Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Parent Suspension Date and the Parent Reversion Date (unless and until is referred to as the Notes subsequently attain an Investment Grade Status, in which case “Parent Suspension Period.” Notwithstanding that the Parent Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under have occurred as a result of a failure to comply with the Indenture with respect to Parent Suspended Covenants during the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Parent Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusPeriod. (cb) On each the Parent Reversion Date, all Indebtedness Debt Incurred during the Parent Suspension Period will be classified to have been Incurred pursuant to ‎Section 5.01(a) or ‎Section 5.02(b) (to the extent such Debt would be permitted to be Incurred thereunder as of the Parent Reversion Date and after giving effect to Debt Incurred prior to the Parent Suspension Date and outstanding on the Parent Reversion Date). To the extent such Reversion Date Debt would not be so permitted to be Incurred pursuant to ‎Section 5.01, such Debt will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under ‎Section 5.01(b)(ii). For purposes Calculations made after the Parent Reversion Date of calculating the amount available to be made as Restricted Payments Distributions under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall ‎Section 5.02 will be made as though such covenant ‎Section 5.02 had been in effect during prior to, but not during, the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Parent Suspension Period not (and, for avoidance of doubt, all Consolidated Net Income of Parent and other amounts attributable to the Parent Suspension Period that would otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce increase the amount of Distributions available to be made as Restricted Payments pursuant to any clause under Section 4.07(a)(4)(C‎Section 5.02 (including ‎Section 5.02(a)(iii)(A) hereof; provided, that shall be excluded in determining the amount of Distributions available to be made as Restricted Payments on following the Parent Reversion Date Date). (c) Parent shall not be reduced deliver an Officer’s Certificate to below zero solely as a result of such Restricted Payments. In addition, for purposes the Trustee of the other Suspended Covenants, all agreements entered into and all actions taken during the occurrence of a Parent Suspension Period, including, without limitation, the Incurrence of Indebtedness Date or Parent Reversion Date. The Trustee shall be deemed entitled to rely conclusively on such Officer’s Certificate. The Trustee shall have been taken no obligation to monitor the occurrence, continuance or cessation of a Parent Suspension Date or Parent Reversion Date, nor shall it have any obligation to notify Holders of any such occurrence, continuance or cessation and shall have existed prior no duty to the Issue Datenotify holders thereof.

Suspension of Covenants. (a) The During any period of time that: (1) the Notes have Investment Grade Ratings from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to the following covenants provisions of this Indenture: (A) clause (a)(4) of Section 801; (B) Section 1010; (C) Section 1011; (D) Section 1013; (E) Section 1014; (F) Section 1015; and (G) Section 1017; (collectively, the “Suspended Covenants”) will not apply during any period during which ). Upon the Notes have an Investment Grade Status occurrence of a Covenant Suspension Event (a the date of such occurrence, the “Suspension PeriodDate”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period), the Company will not amount of Excess Proceeds from Net Proceeds shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) set at zero. In the event that the Company Issuer and its the 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this description as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, howeverno Default, that no Default or Event of Default will or breach of any kind shall be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such the Reversion Date, regardless as a result of whether those actions a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such periodSuspension Period). The Company Issuer shall notify provide an Officer’s Certificate to the Trustee should indicating the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension occurrence of the covenants set forth above to be effectiveany Suspension Date or Reversion Date. The Trustee shall be under have no obligation to independently determine or verify if such events have occurred or notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusany Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. (cb) On each the Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior shall be deemed to such have been outstanding on the Issue Date, so they are classified to have been incurred or issued pursuant to Section 1011(b)(3). On the Reversion Date Date, all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to be Indebtedness existing have been outstanding on the Issue Date. For purposes , so that they are classified as permitted under clause (7) of calculating the definition of “Permitted Liens.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant 1010 shall be made as though such covenant Section 1010 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). , but with the actions taken by the Issuer and its Restricted Payments made Subsidiaries during the Suspension Period not otherwise permitted pursuant to having no effect on such calculation. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on Suspension Period. Any Affiliate Transaction entered into after the Reversion Date shall not be reduced pursuant to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements an agreement entered into and all actions taken during the any Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to have been taken be permitted pursuant Section 1013(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to have existed prior take any action described in Section 1014(a) through (c) that becomes effective during any Suspension Period shall be deemed to the Issue Datebe permitted pursuant to Section 1014(c)(1).

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that (i) the Notes have an achieved Investment Grade Status and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, the Guarantees will be automatically and unconditionally released and discharged and the Issuer and the Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15, Section 5.01(a)(1)(d) and Section 4.17. Additionally5.01(c) hereof shall not be applicable to the Notes (collectively, during any the “Suspended Covenants”). (b) During a Suspension Period, the Company will Issuer may not be permitted to designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (bc) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to no longer have Investment Grade Status, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this Indenture as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” The Guarantees of the Suspended Covenants Guarantors will again be suspended during the Suspension Period. 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 4.10. (d) In the event of any such time that reinstatement, no action taken or omitted to be taken by the Notes maintain an Investment Grade Status); provided, however, that no Issuer or any Restricted Subsidiary or events occurring prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or 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 4.11(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 clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(1); and (5) no Subsidiary of the Issuer will be required to comply with Section 4.15 after the Reversion Date with respect to any guarantee entered into by such Subsidiary during any Suspension Period; (6) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments.” (e) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens). To the extent Section 4.12 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). (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during a Suspension Period, in each case, as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (ii) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby. (g) During the Suspension Period, the Guarantees 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 Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, was incurred for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue DateSection 4.15).

Suspension of Covenants. (a) The following covenants During any period of time that (i) the Facility has Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 6.05 hereof, Section 6.06 hereof, Section 6.07 hereof, Section 6.08 hereof, Section 6.09 hereof, Section 6.13 hereof and clause (4) of Section 7.01(a) hereof shall not be applicable to the Facility (collectively, the “Suspended Covenants”). Table of Contents (b) will not apply during During any period during which that the Notes foregoing covenants have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Periodbeen suspended, the Company will Borrower may not be permitted to designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (bc) In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the Facility below an Investment Grade Rating, then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Agreement with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this Section 6.14 as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” The Guarantees of the Suspended Covenants Subsidiary Guarantors will again be suspended for such time that during the Notes maintain an Investment Grade Status)Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (d) During any Suspension Period, the Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, howeverthat the Borrower or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) the Borrower or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease Back Transaction pursuant to Section 6.10 hereof without equally and ratably securing the Loans pursuant to Section 6.10; and (ii) the consideration received by the Borrower or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 6.08 hereof; provided, further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. (e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default will be deemed to exist under the Indenture this Agreement with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusLoans; provided that (1) with respect to Restricted Payments made after such notification shall reinstatement, the amount of Restricted Payments made will be calculated as though Section 6.05 had been in effect prior to, but not be a condition for during, the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. Suspension Period; and (c2) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on have been incurred or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted issued pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments6.07(b)(3). In addition, for purposes of the other Suspended Covenantsclause (3) of Section 6.05(a) hereof, all agreements entered into and all actions taken events set forth in such clause (3) occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments the Borrower or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (3). (f) The Borrower shall deliver promptly to the Issue Date.Administrative Agent an Officer’s Certificate of the Borrower notifying it of any event set forth under this Section 6.14. Table of Contents

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from any two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day (the “Suspension Date”) and continuing until the Reversion Date, hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the Suspended Covenants have been suspended, the Issuer may not designate any of their Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have do not carry an Investment Grade StatusRating from at least one Rating Agency, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following on or after the Reversion Date (unless and until there shall be a new Suspension Date. The period between a Suspension Date and a Reversion Date is referred to in this Section 4.16 as a “Suspension Period.” The Guarantees of the Notes subsequently attain an Investment Grade StatusGuarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset to zero. (d) During any Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 hereof (including Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 hereof). Notwithstanding the foregoing, in which case the event of any reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided that (1) with respect to Restricted Payments made after such reinstatement, and none the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or 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) all Liens incurred during the Suspension Period will be classified to have been incurred under clause (7) of the Company definition of “Permitted Liens”; (4) any Affiliate Transaction entered into after such reinstatement pursuant to all agreements and arrangements entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof; (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 its Subsidiaries will bear Section 4.08(a) hereof that becomes effective during any liability Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and (6) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. In addition, for any actions taken or purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to such clause (3). On and before any related after each Reversion Date, or the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to contract entered into during the Suspension Period, so long as such Reversion Date, regardless of whether those actions or events contract and such consummation would have been permitted if the applicable Suspended Covenant had remained in effect during such period. Suspension Period. (e) The Company Issuer shall notify the Trustee should of the Notes achieve Investment Grade Statusoccurrence of any Covenant Suspension Event and any Reversion Date; provided that such notification shall not be a condition for the suspension of the covenants set forth above Suspended Covenants to be effective. The ; provided further that the Trustee shall be under no obligation to notify monitor the holders ratings of the Notes that Notes, determine or verify the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during Issuer’s determination of the occurrence of any Covenant Suspension Period prior to such Event or Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes or inform Holders of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Subsidiaries will not be subject to Sections 4.09, 4.12 and 4.14 hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the notes below an Investment Grade Rating, then the Issuer and its Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” (unless c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be reset at zero. In the event of any such reinstatement on a Reversion Date, no action taken or omitted to be taken by the Issuer or any of its Subsidiaries prior to such Reversion Date (and until the Notes subsequently attain an Investment Grade Statusno action taken or omitted to be taken following a Reversion Date in connection with honoring, in which case the Suspended Covenants complying with or otherwise performing or consummating any contractual commitments or obligations entered into during a Suspension Period) will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none . (d) The Issuer will be required to provide an Officer’s Certificate to the Trustee indicating the occurrence of the Company any Covenant Suspension Event or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under will have no obligation to notify (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the holders impact of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, Period on the Incurrence Issuer’s and its Subsidiaries future compliance with the requirements of Indebtedness shall be deemed to have been taken this Indenture or to have existed prior to (iii) notify the Issue holders of any Covenant Suspension Event or Reversion Date.. ARTICLE FIVE SUCCESSOR CORPORATION

Suspension of Covenants. (a) The If on any date following the Issue Date: (1) the Notes have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be continuing, then beginning on that day and continuing at all times thereafter and subject to Section 4.22(c), the covenants specifically listed under Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.20, 4.21 and clause (iii) of Section 5.1 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiarysuspended. (b) In the event During any period that the Company and foregoing covenants have been suspended, the Issuer’s Board of Directors may not designate any of its Restricted Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to Section 4.21 unless the Issuer’s Board of Directors would have been able, under the terms of Section 4.21, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have Investment Grade Status, then were not suspended. Notwithstanding that the Suspended Covenants will apply may be reinstated, the failure to comply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no not give rise to a Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusthis Indenture. (c) On each Notwithstanding the foregoing, if the Notes no longer have an Investment Grade Rating from two of the Ratings Agencies, the foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Debt incurred (including Acquired Debt) or issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (iv) of the definition of “Permitted Debt.” Calculations under the reinstated Section 4.7 will be made as if Section 4.7 had been in effect prior to but not during the period that Section 4.7 was suspended as set forth above. For purposes of determining compliance with Section 4.10, the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11, all Indebtedness Incurred agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on have been entered pursuant to clause (6) of the Issue Date. For second paragraph of Section 4.11 and for purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date4.8, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made all contracts entered into during the Suspension Period not otherwise permitted pursuant prior to such Reversion Date that contain any of clauses (2) through (6) or (18) under Section 4.07(b) hereof the restrictions contemplated by such covenant will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken entered pursuant to clause (a) of the second paragraph of Section 4.8. (d) In addition, without causing a Default or Event of Default, the Issuer and its Restricted Subsidiaries are permitted to have existed prior honor any contractual commitments to take actions following a Reversion Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Issuer shall provide written notice to the Issue Trustee indicating the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such notice to any Holder upon request.

Suspension of Covenants. During any period of time that (a1) The the Notes have Investment Grade Ratings from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), Parent and the Restricted Subsidiaries will not be subject to the following covenants provisions of this Indenture: (A) Section 1010; (B) Section 1011; (C) Section 1013; (D) Section 1014; (E) Section 1015; (F) Section 1018; and (G) clause (4) of the first paragraph of Section 801 (collectively, the “Suspended Covenants”) ). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be set at zero. In addition, the Guarantees of the Guarantors will not apply during any period during which also be suspended as of such date (the Notes have an Investment Grade Status (a “Suspension PeriodDate”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17). Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that Parent and 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this description as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Dateor after that time based solely on events that occurred during the Suspension Period). For purposes of determining compliance with Section 1012 during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to it shall be assumed that the provisions of Section 1011 are applicable during such Reversion Date, regardless of whether those actions or events would have been permitted period as if the applicable Suspended Covenant Suspension Event had remained in effect during such periodnot occurred. The Company shall notify On the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior will be classified to have been incurred pursuant to the first paragraph of Section 1011. To the extent such Reversion Date Indebtedness would not be so permitted to be incurred or issued pursuant to the first paragraph of Section 1011, such Indebtedness will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under clause (d) of the second paragraph of Section 1011. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 1010 will be made as though such covenant Section 1010 had been in effect during the entire period of time after since the Issue Date (including and prior to, but not during, the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.07(a)(4)(C) hereof; provided, that 1010. Notwithstanding anything contained in the amount available to be made definition of “Unrestricted Subsidiary,” during a Suspension Period Parent may not designate any Subsidiary as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Paymentsan Unrestricted Subsidiary. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue DateSECTION 1020. [Reserved].

Suspension of Covenants. Following any day (a "SUSPENSION DATE") that (a) The following covenants (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status Rating, (b) follows a “Suspension Period”): Section 4.07date on which the Notes do not have an Investment Grade Rating, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3and (c) no Default or Event of Default has occurred and Section 4.17. Additionally, during any Suspension Periodis continuing under this Indenture, the Company will and its Restricted Subsidiaries shall not be permitted subject to designate the covenants described in Sections 4.9, 4.10, 4.11, 4.12, 4.13 and 4.14 (collectively, the "SUSPENDED COVENANTS"). In addition, the Subsidiary Guarantees of any Restricted Subsidiary Guarantors will also be suspended as an Unrestricted Subsidiary. (b) of any Suspension Date. 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 (the “Reversion Date”) the Notes cease fail to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade StatusRating, in which case then immediately after such date (a "REVERSION DATE"), the Suspended Covenants will again be suspended for such time in effect with respect to future events and the Subsidiary Guarantees will be reinstated, unless and until a subsequent Suspension Date occurs. The period between a Suspension Date and a Reversion Date is referred to in this Indenture as a "SUSPENSION PERIOD." Notwithstanding that the Notes maintain an Investment Grade Status); providedSuspended Covenants may be reinstated, however, that no Default or Event of Default default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none of the Company or Covenants during any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such periodPeriod. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the immediately preceding Suspension Period prior to such Reversion Date will be deemed to have been incurred pursuant to the first paragraph of Section 4.12 or one of the clauses set forth in the second paragraph of Section 4.12 (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness existing 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 4.12, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is deemed as permitted under clause (h) of the second paragraph of Section 4.12. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.11 will be made as though such covenant the covenants described under Section 4.11 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under clause (c) under Section 4.07(a)(4)(C4.11, and the items specified in subclauses (c)(i) hereof; provided, that through (c)(iv) of the first paragraph of Section 4.11 will increase the amount available to be made as Restricted Payments under clause (c) thereof. For purposes of determining compliance with the first paragraph of Section 4.10, on the Reversion Date shall Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 will be reduced deemed to below zero solely as a result of such Restricted Paymentsbe reset to zero. In addition, for purposes Any event or occurrence described in the definition of the other Suspended Covenants, all agreements entered into and all actions taken term "Change of Control" that occurs during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to have been taken or to have existed prior to the Issue Datenot be a Change of Control at any time, regardless of whether a subsequent Reversion Date occurs.

Suspension of Covenants. (a) The following covenants Beginning on the date that (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating and (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3ii) no Default or Event of Default shall have occurred and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) 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 foregoingcontinuing, and ending on any subsequent the date (the “Reversion Date”) the Notes cease that either Rating Agency ceases to have Investment Grade Status, then the Suspended Covenants will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that Rating on the Notes maintain an Investment Grade Status(such period of time, the “Suspension Period”); provided, however, that no Default or Event of Default will the Issuer and its Restricted Subsidiaries shall not be deemed to exist under the Indenture with respect subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”): (i) Section 8.01(a)(2); (ii) Section 10.10; (iii) Section 10.11; (iv) Section 10.13; (v) Section 10.14; and (vi) Section 10.17. (b) During a Suspension Period, and none the Issuer’s Board of the Company or Directors may not designate any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusas Unrestricted Subsidiaries. (c) On each the Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing have been outstanding on the Issue Date. For purposes , so that it is classified as Permitted Indebtedness under clause (3) of calculating the definition of “Permitted Indebtedness” and permitted to be refinanced under clause (17) of the definition of “Permitted Indebtedness.” (d) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 10.10 will be made as though such covenant Section 10.10 had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments10.10(a)(iii). In addition, for purposes of the other Suspended CovenantsSection 10.13, all agreements agreements, arrangements and transactions entered into and all actions taken by the Issuer or any of its Restricted Subsidiaries with an Affiliate of the Issuer during the applicable Suspension Period, including, without limitation, the Incurrence of Indebtedness shall Period prior to such Reversion Date will be deemed to have been taken entered into on or to have existed prior to the Issue Date, and for purposes of Section 10.14, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. (e) Notwithstanding the fact that covenants suspended during a Suspension Period 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 or at the time such covenants are reinstated. (f) The Trustee shall have no duty to monitor the ratings of the Notes, determine whether a Suspension Period is in effect or the Reversion Date has occurred, or notify Holders of any of the foregoing.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date, the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.08 (but only to the extent related to properties or assets of the Issuer, its Restricted Subsidiaries and Holdings that do not constitute Collateral), 4.09, 4.10, 4.11, 4.12, 4.15 and 5.01(a)(3) hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Disposition shall be reset at zero. In the event that the Company Issuer 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between (and including) the Suspension Date and the Reversion Date (unless and until but excluding the Notes subsequently attain an Investment Grade StatusReversion Date) is referred to in this description as the “Suspension Period.” (c) In the event of any such reinstatement, in which case no action taken or omitted to be taken by the Suspended Covenants Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the Indenture with respect to Notes. On the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(b)(4). With respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.10 had been in effect prior to, but not during, the Suspension Period. In addition, for purposes of Section 4.12, all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an Affiliate of Holdings during the Suspension Period prior to such Reversion Date will be deemed to have been entered pursuant to Section 4.12(b)(8), and for purposes of Section 4.11, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be Indebtedness existing on deemed to have been entered pursuant to clause (1)(a) of the Issue first paragraph of Section 4.11. During any Suspension Period, the Board of Directors may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. (d) In addition, notwithstanding the foregoing, the continued existence after any reinstitution of the foregoing covenants of facts and circumstances or obligations arising from transactions that occurred during the Suspension Period shall not constitute a breach of any covenant set forth in this Indenture or cause a Default or an Event of Default thereunder. Following a Reversion Date. For , the Issuer and its Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period and to consummate the transactions thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants; provided further that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under the Restricted Payments Basket or under the second paragraph of Section 4.10 and, if not permitted by any such provisions, such Restricted Payment shall be deemed permitted under the Restricted Payments Basket and shall be deducted for purposes of calculating the amount available pursuant to be made as the Restricted Payments under Section 4.07(a)(4)(CBasket (which may not be less than zero). (e) hereof on or after Upon the Reversion Date, calculations under such covenant shall the obligations to grant Note Guarantees pursuant to Section 4.15 will be made as though such covenant had been in effect reinstated (and the Reversion Date will be deemed to be the date on which any Subsidiary was acquired or created during the entire period of time after the Issue Date (including the Suspension Period). (f) The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Suspension Date or Reversion Date. Restricted Payments made during The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the Suspension Period not otherwise permitted pursuant to any impact of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, Period on the Incurrence Issuer’s future compliance with their covenants or (iii) notify the Holders of Indebtedness shall be deemed to have been taken a Suspension Date or to have existed prior Reversion Date. The Trustee may deliver a copy of any such Officer’s Certificate to the Issue DateHolders upon request.

Suspension of Covenants. If on any date following the Issue Date, (ai) The following the Securities have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not apply during any period during which be applicable to the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17Securities. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company and its the 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 (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Suspended Covenants Company and the Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such periodfuture events. The Company shall notify period of time between the Trustee should Covenant Suspension Event and the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for Reversion Date is referred to in this description as the suspension of the covenants set forth above to be effective“Suspension Period”. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior will be classified as having been incurred pursuant to such clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.3 will be made as though such the covenant described under Section 4.3 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.07(a)(4)(C) hereof; provided4.3. As described above, that the amount available however, no Default or Event of Default will be deemed to be made as Restricted Payments have occurred on the Reversion Date shall not be reduced to below zero solely as a result of such any action or inaction taken or not taken by the Issuer or the Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken Subsidiaries during the Suspension Period, includingthat would have, without limitationif the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Incurrence Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateits Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. (a) The following covenants Notwithstanding any provision of this Indenture or of the Notes to the contrary, during any period of time after the date of this Indenture that (a) the Notes are rated Investment Grade by two of the Rating Agencies (“Investment Grade Status”) and (b) no Default or Event of Default has occurred and is continuing under this Indenture, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17 and 5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections (the “Suspended Covenants”) will not apply during any period during which ). Additionally, at such time as the Notes have an Investment Grade Status above referenced covenants are suspended (a “Suspension Period”): Section 4.07), Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company Parent will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Parent 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 (the “Reversion Date”) the Notes cease to have Investment Grade Status, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, Status and no Default or Event of Default is in existence (in which case event the Suspended Covenants will again shall no longer be suspended in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that Status and no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained is in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusexistence). (c) On each Reversion Date, all Indebtedness Incurred incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Existing Indebtedness. On each Reversion Date. For purposes , all calculations made of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect during the entire period of time after the Issue Date (including the prior to, but not during, any Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided4.07(a). For purposes of Section 4.10, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitationDate, the Incurrence unutilized amount of Indebtedness Net Proceeds will be reset to zero. Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall be deemed to have been taken constitute a breach of any covenant set forth herein or to have existed prior to the Issue Datecause a Default or Event of Default thereunder.

Suspension of Covenants. (a) The following covenants If on any date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall not be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) to the extent provided for in Section 4.12 and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of the Section 4.12 and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Holdings, the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Datethat (i) with respect to Restricted Payments made after such reinstatement, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under will be calculated as though Section 4.07(a)(4)(C4.07 hereof had been in effect prior to, but not during, the Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof on or that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, calculations under following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (g) The Trustee shall have no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the commencement or termination of a Suspension Period. The Issuer shall provide prompt written notice to the Trustee of any Suspension Date or Reversion Date that occurs and, in the absence of such covenant notice, the Trustee shall be made as though entitled to presume that no such suspension or reinstatement has occurred. The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a covenant had been in effect during suspension or reversal shall have occurred or (iii) notify the entire period Holders of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The During any period of time following covenants the Issue Date that: (i) the Notes have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Parent and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (A) ‎Section 8.01(a)(iv); (B) ‎Section 10.06; (C) ‎Section 10.07; (D) ‎Section 10.09; (E) ‎Section 10.10; (F) ‎Section 10.11; and (G) ‎Section 10.13; (collectively, the “Suspended Covenants”) will not apply during any period during which ). Upon the Notes have an Investment Grade Status occurrence of a Covenant Suspension Event (a the date of such occurrence, the “Suspension PeriodDate”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period), the Company will not amount of Excess Proceeds from Net Proceeds shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) set at zero. In the event that the Company Parent and its the 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this description as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, howeverno Default, that no Default or Event of Default will or breach of any kind shall be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Parent, the Issuer or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such the Reversion Date, regardless as a result of whether those actions a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such periodSuspension Period). The Company Parent shall notify provide an Officer’s Certificate to the Trustee should indicating the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension occurrence of the covenants set forth above to be effectiveany Suspension Date or Reversion Date. The Trustee shall be under have no obligation to independently determine or verify if such events have occurred or notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusany Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. (cb) On each the Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock issued, during the Suspension Period prior shall be deemed to such have been outstanding on the Issue Date, so they are classified to have been incurred or issued pursuant to ‎Section 10.07(b)(iii). On the Reversion Date Date, all Liens created, incurred or assumed during the Suspension Period in compliance with this Indenture will be deemed to be Indebtedness existing have been outstanding on the Issue Date. For purposes , so that they are classified as permitted under clause (7) of calculating the definition of “Permitted Liens.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant ‎Section 10.06 shall be made as though such covenant ‎Section 10.06 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). , but with the actions taken by the Parent, the Issuer and its Restricted Payments made Subsidiaries during the Suspension Period not otherwise permitted pursuant to having no effect on such calculation. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on Suspension Period. Any Affiliate Transaction entered into after the Reversion Date shall not be reduced pursuant to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements an agreement entered into and all actions taken during the any Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to have been taken be permitted pursuant to ‎Section 10.09(b)(vi). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to have existed prior take any action described in ‎Section 10.10(a) through ‎(c) that becomes effective during any Suspension Period shall be deemed to the Issue Datebe permitted pursuant to ‎Section 10.10(c)(i).

Suspension of Covenants. (a) The If on any date following covenants the Issue Date, (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall no longer be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) In the event that the Company Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, Parent and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and the “Permitted Liens” definition and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Parent or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by Parent or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of Parent shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Parent or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred during the entire period of time after the Issue Date (including the Suspension Period). , and (ii) following a Reversion Date, Parent and each Restricted Payments made 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 the any Suspension Period not otherwise permitted pursuant and to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce consummate the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Datetransactions contemplated thereby.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date, (i) the Notes have an Investment Grade Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then ‎Section 4.07, ‎Section 4.08, ‎Section 4.09, ‎Section 4.10, ‎Section 4.11, ‎Section 4.15 and ‎Section 5.01(d) hereof shall no longer be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which until the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, occurrence of the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted SubsidiaryReversion Date. (b) During any period that the foregoing covenants have been suspended, the Parent Guarantor may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) In the event that the Company Parent Guarantor and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating (or for the avoidance of doubt, only one Rating Agency withdraws its Investment Grade Rating or downgrades that rating assigned to the Notes below an Investment Grade Rating in the event that such Rating Agency was the only Rating Agency to give an Investment Grade Rating to the Notes), then the Parent Guarantor and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Parent Guarantor and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under ‎Section 4.12 hereof (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of ‎Section 4.12 hereof and the definition of “Permitted Liens” and for no other covenant). (e) Notwithstanding the foregoing, in which case the Suspended Covenants event of any such reinstatement, no action taken or omitted to be taken by the Parent Guarantor or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that give rise to a Default or Event of Default under this Indenture with respect to the Notes maintain an Investment Grade Status); providedNotes, however, that and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Parent Guarantor or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though ‎Section 4.07 hereof 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); (ii) all Indebtedness incurred or committed, 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 classified to have been incurred or issued pursuant to clause ‎(iii) of ‎Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (vi) of ‎Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses ‎(i) through ‎(iii) of ‎Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause ‎(i) of ‎Section 4.08(b) hereof; (v) no Subsidiary of the Parent Guarantor shall be required to comply with ‎Section 4.15 hereof after such reinstatement with respect to any guarantee or obligation entered into by such Subsidiary during any Suspension Period; and (vi) 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 to have been made under clause (e) of the Indenture definition of “Permitted Investments.” (f) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Parent Guarantor or any of its Subsidiaries will shall bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during any Suspension Period, in each case as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or, upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on any action taken or event that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses , and (2) through following a Reversion Date, the Parent Guarantor 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. (6g) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date has occurred or (18iii) under Section 4.07(b) hereof will reduce notify the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result Holders of such Restricted Payments. In addition, for purposes any of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The following covenants So long as all interest accrued on the Loans has been paid in cash and not in the form of PIK Interest, during any period of time that (i) the Loans have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 6.05 hereof, Section 6.06 hereof, Section 6.07 hereof, Section 6.08 hereof, Section 6.09 hereof, Section 6.13 hereof and clause (iv) of Section 7.01(a) hereof shall not be applicable to the Loans (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, the Borrower may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have Borrower pays PIK Interest on the Loans, an Event of Default occurs or one or both of the Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the Loans below an Investment Grade Rating, then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Agreement with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Section 6.15 as the “Suspension Period.” The Guarantees of any Guarantors will be suspended during the Suspension Period but will be reinstated on the Reversion Date. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (unless and until d) Notwithstanding the Notes subsequently attain an Investment Grade Statusforegoing, in which case the event of any such reinstatement, no action taken or omitted to be taken by the Borrower or any of its Restricted Subsidiaries prior to such reinstatement that otherwise would have violated a Suspended Covenants Covenant will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the Indenture this Agreement with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusLoans; provided that (i) with respect to Restricted Payments made after such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Datereinstatement, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall will be made calculated as though such covenant Section 6.05 hereof had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Restricted Payments made ; and (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period not otherwise permitted will be classified to have been incurred or issued pursuant to any clause (iii) of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C6.07(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenantsclause (3) of Section 6.05(a) hereof, all agreements entered into and all actions taken events set forth in such clause (3) occurring during the a Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed disregarded for purposes of determining the amount of Restricted Payments the Borrower or any Restricted Subsidiary is permitted to have been taken or make pursuant to have existed prior such clause (3). (e) The Borrower shall deliver promptly to the Issue DateAdministrative Agent an Officer’s Certificate notifying it of any event set forth under this Section 6.15.

Suspension of Covenants. (a) The following covenants If on any date after the Issue Date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (a “Suspension Period”): ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, 4.11 and clause (4) of Section 5.01(a)(35.01(a) and Section 4.17. Additionally, during any Suspension Period(collectively, the Company will not “Suspended Covenants”) shall no longer be permitted applicable to designate any Restricted Subsidiary as an Unrestricted Subsidiarythe Notes. In addition, the amount of Excess Proceeds and Excess ABL Proceeds shall be reset at zero. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period, the “Suspension Period”) as a result of the foregoing, and on any subsequent date (one or both of the “Reversion Date”) Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) In the Reversion Date (unless and until event of any such reinstatement, no action taken or omitted to be taken by the Notes subsequently attain an Investment Grade Status, in which case Issuer or any of the Restricted Subsidiaries prior to such reinstatement that would otherwise be a breach of any Suspended Covenants Covenant will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusNotes; provided that (i) with respect to Restricted Payments made after any such notification reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period, and (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be a condition for classified to have been incurred or issued pursuant to clause (3) of Section 4.09(b). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. (d) The Issuer shall deliver promptly to the suspension Trustee an Officer’s Certificate notifying it of the covenants set forth above to be effectiveany such occurrence under this Section 4.16. The Trustee shall be under have no obligation duty to monitor any of the events or notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusany occurrence under this Section 4.16. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The If on any date following the Issue Date: (1) the Notes have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be continuing, then beginning on that day and continuing at all times thereafter and subject to Section 4.22(c), the covenants specifically listed under Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.20, 4.21 and clause (iii) of Section 5.1 (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiarysuspended. (b) In the event During any period that the Company and foregoing covenants have been suspended, Parent's Board of Directors may not designate any of its Restricted Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to Section 4.21 unless Parent's Board of Directors would have been able, under the terms of Section 4.21, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have Investment Grade Status, then were not suspended. Notwithstanding that the Suspended Covenants will apply may be reinstated, the failure to comply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no not give rise to a Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Statusthis Indenture. (c) On each Notwithstanding the foregoing, if the Notes no longer have an Investment Grade Rating from two of the Ratings Agencies, the foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Debt incurred (including Acquired Debt) or issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (iv) of the definition of “Permitted Debt.” Calculations under the reinstated Section 4.7 will be made as if Section 4.7 had been in effect prior to but not during the period that Section 4.7 was suspended as set forth above. For purposes of determining compliance with Section 4.10, the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11, all Indebtedness Incurred agreements and arrangements entered into by Parent and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on have been entered pursuant to clause (6) of the Issue Date. For second paragraph of Section 4.11 and for purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date4.8, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made all contracts entered into during the Suspension Period not otherwise permitted pursuant prior to such Reversion Date that contain any of clauses (2) through (6) or (18) under Section 4.07(b) hereof the restrictions contemplated by such covenant will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken entered pursuant to clause (a) of the second paragraph of Section 4.8. (d) In addition, without causing a Default or Event of Default, Parent and its Restricted Subsidiaries are permitted to have existed prior honor any contractual commitments to take actions following a Reversion Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Issuer shall provide written notice to the Issue Trustee indicating the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such notice to any Holder upon request.

Suspension of Covenants. (a) The If on any date (the “Suspension Date”) following the Closing Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be continuing (the occurrence of the events described in the foregoing clause (1) and this clause (2) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and subject to the provisions of the following paragraph, the covenants in Sections 4.09 4.10, and 5.01(3) will be suspended (such suspended covenants, collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In Upon the event occurrence of a Covenant Suspension Event, the amount of Net Available Cash that has not been applied as provided under Section 4.10 shall be set at zero and shall remain at zero during the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time commencing on and after the Suspension Date and ending prior to the Reversion Date (as a result of defined below) (such period, the “Suspension Period”). (c) Notwithstanding the foregoing, and if on any subsequent date (the “Reversion Date”) subsequent to any Suspension Date, the rating on the Notes cease assigned by either such rating agency should subsequently decline to have Investment Grade Statusbelow Baa3 for Xxxxx’x or BBB- for S&P, then the Suspended Covenants will apply with respect to events occurring following be reinstituted as of and from the Reversion Date (unless and until Date. On the Notes subsequently attain an Investment Grade StatusReversion Date, in which case all Indebtedness Incurred during the Suspension Period will be classified as having been outstanding on the Closing Date, so that it is classified as permitted under Section 4.09(b)(3)(B). Notwithstanding the reinstatement of the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); providedCovenants, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred solely as a result of a failure to comply with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing (or upon termination of the Suspension Period or thereafter based solely on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect events that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during The Company will notify in writing the Trustee and the Holders upon the occurrence of the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on Date and the Reversion Date Date. The Trustee shall not be reduced have no duty to below zero solely as a result of such Restricted Payments. In addition, for purposes monitor or notify the Holders of the other Suspended Covenants, all agreements entered into and all actions taken during occurrence of the Suspension Period, including, without limitation, Date or the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Reversion Date.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that (i) the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall not be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Suspended Covenants Company and its Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture 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. (d) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants, and none of no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Datereinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during that (i) with respect to Restricted Payments made after such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Datereinstatement, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall will be made calculated as though such covenant Section 4.07 hereof had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Restricted Payments made ; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period not otherwise permitted will be classified to have been incurred or issued pursuant to any clause (iii) of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.09(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements (iii) any Affiliate Transaction entered into and all actions taken after such reinstatement pursuant to an agreement entered into during the any Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of the Company shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (e) The Trustee shall have been taken no obligation to determine if a Suspension Period has commenced or terminated or to have existed prior to provide Holders with notice of the Issue Datecommencement or termination of a Suspension Period.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clause (i) and this clause (ii) being collectively referred to as a “Covenant Suspension Event”), the Parent and its Subsidiaries shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.15, 4.16 and 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Parent 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then Parent and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events, unless and until a subsequent Covenant Suspension Event occurs. (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date (is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments since the Issue Date made shall be calculated as though Section 4.11 had been in effect during the Suspension Period. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless and until the Notes subsequently attain an Investment Grade Status, in which case such designation would have complied with Section 4.19 as if the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained were in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion DateIn addition, all Indebtedness Incurred incurred or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred pursuant to clause (2)(b) of Permitted Debt. In addition, for purposes of Section 4.14, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken entered into on or to have existed prior to the Issue Date, and for purposes of Section 4.15, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section shall be deemed to have been existing on the Issue Date. (d) During the Suspension Period, any reference in the definition of “Permitted Liens” and Section 4.19 to any provision of Section 4.10 or any provision thereof shall be construed as if such Section had remained in effect since the Issue Date and during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and Parent and any Restricted Subsidiary shall be permitted, following a Reversion Date, without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof), to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby. (f) The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of the continuance and termination of any Suspension Period. The Trustee shall provide a copy of such certificate to any Holder of Notes upon written request. Neither the Trustee nor any paying agent shall be responsible for monitoring the Issuer’s rating status, making any request upon any Rating Agency, or determining whether any rating event has occurred.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that (i) the Notes have an Investment Grade Status Rating and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement pursuant to clause (f) below) and the Issuer and the Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15, Section 5.01(a)(1)(d) and Section 4.17. Additionally, during any Suspension Period5.01(b) hereof shall not be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”). (b) During a Suspension Period (as defined below), the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to no longer have an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.10. (d) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any Restricted Subsidiary or events occurring prior to such reinstatement with respect to any of the Suspended Covenants will apply with respect give rise to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no 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 Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be 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 4.11(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 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(1); and (5) no Subsidiary of the Issuer will be required to comply with Section 4.15 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 they are classified as permitted under clause (10) of the definition of “Permitted Liens”; and (7) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments.” (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Indenture Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company Issuer or any of its the Restricted Subsidiaries will bear any liability for any actions taken or events occurring during a the Suspension Period and before any related Reversion DatePeriod, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior during a Suspension Period, in each case, as a result of a failure to such Reversion Date, regardless of whether those actions or events would have been permitted if comply with the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Covenants during the Suspension Period prior (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (ii) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby. (f) During the Suspension Period, the Guarantees 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 Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, was incurred for purposes of Section 4.15). (g) The Trustee shall have no duty to (i) monitor the other Suspended Covenantsratings of the Notes, all agreements entered into and all actions taken during (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred, or (iii) notify Holders of any of the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Dateforegoing.

Suspension of Covenants. (a) The If on any date following the Issue Date: (i) the Securities have Investment Grade Ratings from both Rating Agencies; and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) until the Reversion Date, if any, the covenants in Sections 4B.03 4B.04, 4B.05, 4B.06, 4B.07 and 5.01(a)(iv) (collectively, the “Suspended Covenants”) will not apply during any period during which be applicable to the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted SubsidiarySecurities. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Suspended Covenants Company and its Restricted Subsidiaries will apply with respect thereafter again be subject to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such periodfuture events. The Company shall notify period of time between the Trustee should Covenant Suspension Event and the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for Reversion Date is referred to as the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status“Suspension Period.” (c) On each Reversion Date, all Indebtedness Incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4B.03(a) or one of the clauses set forth in Section 4B.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4A.03(a), 4B.03(a), 4A.03(b) or 4B.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4B.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4B.04 will be made as though such covenant Section 4B.04 had been in effect during the entire period of time after since the Issue Date (including and throughout the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available 4B.04(a). No Default or Event of Default will be deemed to be made as Restricted Payments have occurred on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.14 and 5.01(a)(iv) (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of any Subsidiary Guarantors, if any, will also be suspended as of such date (the “Suspension Date”). (c) In the event that the Company Issuer and its the 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 (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to future events occurring following and the Guarantees, if any, of any Subsidiary Guarantors will be reinstated if such guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” (unless and until the Notes subsequently attain an Investment Grade Status, in which case d) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none Covenants during the Suspension Period (or upon termination of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any after that time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or based solely on events would have been permitted if that occurred during the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade StatusSuspension Period). (ce) On each the Reversion Date, all Indebtedness Incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Sections 4.03(a) or (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall 4.04 will be made as though such covenant the relevant provisions under Section 4.04 had been in effect during the entire period of time after since the Issue Date (including with amounts calculated from the respective dates specified in Section 4.04 and the related definitions) and throughout the Suspension Period). For the avoidance of doubt, Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result 4.04(a). No Default or Event of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Issuer or to have existed prior its Restricted Subsidiaries during the Suspension Period. (f) The Issuer shall deliver promptly to the Issue Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.16.

Suspension of Covenants. (a1) The If, on any date following covenants the Issue Date, (i) the Notes are rated Investment Grade by both of S&P and Xxxxx’x (or, if either of S&P or Xxxxx’x has been replaced in accordance with the definition of “Rating Agencies,” by both of the then-applicable Rating Agencies) and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (such date, the “Suspended CovenantsSuspension Date”), the Issuer and its Restricted Subsidiaries will no longer be subject to Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.14, 4.17 or 5.01(3) will not apply during any hereof (such period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (b) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to such covenants, a “Suspension Period”). (2) In the Suspended Covenants for event of any period of time Suspension Period as a result of the foregoing, and on any subsequent date (the such date, a “Reversion Date”) the Notes cease to have are no longer rated Investment Grade Statusby both of S&P and Xxxxx’x (or, if either of S&P or Xxxxx’x has been replaced in accordance with the definition of “Rating Agencies,” by both of the then-applicable Rating Agencies), then the Suspended Covenants Issuer and its Restricted Subsidiaries will apply with respect to events occurring following the Reversion Date (unless and until the Notes subsequently attain an Investment Grade Status, in which case the Suspended Covenants will thereafter again be suspended for subject to such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist covenants under the this Indenture with respect to future events. (3) The Issuer shall promptly upon its occurrence deliver to the Suspended CovenantsTrustee, and none an Officer’s Certificate notifying the Trustee of the Company occurrence of any Suspension Date or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if and the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effectivedate thereof. The Trustee shall be under no not have any obligation to monitor the occurrence or dates of any Suspension Date or Reversion Date or to independently determine or verify if such events have occurred and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders Holders of the Notes that the Notes have achieved Investment Grade Statusoccurrence or dates of any Suspension Date or Reversion Date. (c4) On each Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified as having been Incurred pursuant to Section 4.08 hereof (to the extent such Indebtedness would be permitted to be Incurred or issued 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 Reversion Date will Indebtedness would not be so permitted to be Incurred pursuant to Section 4.08 hereof, such Indebtedness shall be deemed to be Indebtedness existing have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(d)(4) hereof. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after since the Issue Date (including and prior, but not during, the Suspension Period; provided that any Subsidiaries designated as Restricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with Article 4 hereof). Accordingly, Restricted Payments made during the Suspension Period will not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) 4.06 hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, : (i) for purposes of the other Suspended CovenantsSection 4.10, all agreements and arrangements entered into by the Issuer and all actions taken any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension PeriodPeriod prior to such Reversion Date will be deemed to have been entered into prior to the Issue Date; (ii) for purposes of Section 4.07, includingall contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.07(b)(1), without limitationand (iii) for purposes of Section 4.11, any Lien Incurred during a Suspension Period will be deemed to have been incurred pursuant to clause (35) of the Incurrence definition of Indebtedness “Permitted Liens.” No Default or Event of Default shall be deemed to have been occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuer shall comply with the terms of Section 4.17 hereof. (5) For purposes of Section 4.09 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to have existed prior to the Issue Datezero.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date with respect to a series of Notes (i) the Notes of such series have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture with respect to the Notes of such series (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Parent and its Subsidiaries will not be subject to Sections 4.09, 4.10, 4.15(2) and 4.17 hereof with respect to the Notes of such series (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to a series of Notes for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw their Investment Grade StatusRating assigned to such series of Notes or downgrade the rating assigned to such series of Notes below an Investment Grade Rating, then Parent and its Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following the Notes of such series for all future events. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” (unless and until c) In the Notes subsequently attain an Investment Grade Statusevent of any such reinstatement, in which case the Suspended Covenants no action taken or omitted to be taken by Parent or any of its Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default with respect to Notes. With respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.10 had been in effect since the Issue Date and throughout the Suspension Period except that no Default will be deemed to exist under the Indenture with respect to the Suspended Covenantshave occurred solely by reason of a Restricted Payment made while that covenant was suspended. Accordingly, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred Restricted Payments made during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on reduce the Issue Date. For purposes of calculating the amount amounts available to be made as Restricted Payments under the first paragraph of Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments4.10. In addition, for purposes notwithstanding the foregoing, the continued existence after any reinstitution of the other Suspended Covenantsforegoing covenants of facts and circumstances or obligations arising from transactions that occurred during the period such covenants were suspended shall not constitute a breach of any covenant set forth in this Indenture or cause an Event of Default thereunder. (d) The Issuer, all agreements entered into and all in an Officers’ Certificate, shall provide the Trustee notice of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension PeriodPeriod on the Issuer’s future compliance with their covenants, including, without limitation, (iii) notify the Incurrence Holders of Indebtedness a Covenant Suspension Event or Reversion Date or (iv) monitor compliance with the covenants contained in this Indenture generally. The Issuer shall be deemed to have been taken or to have existed prior deliver a copy of any such Officers’ Certificate to the Issue DateHolders upon request.

Suspension of Covenants. (a) The following covenants During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clause (i) and this clause (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted Subsidiaries shall not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.15, 4.16 and 5.01(a)(4) of this Indenture (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Issuer 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events, unless and until a subsequent Covenant Suspension Event occurs. (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date (is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments since the Issue Date made shall be calculated as though Section 4.11 had been in effect during the Suspension Period. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless and until the Notes subsequently attain an Investment Grade Status, in which case such designation would have complied with Section 4.19 as if the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained were in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion DateIn addition, all Indebtedness Incurred incurred or Preferred Stock issued, during the Suspension Period shall be classified as having been incurred pursuant to clause (2)(b) of the second paragraph of Section 4.10. In addition, for purposes of Section 4.14, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken entered into on or to have existed prior to the Issue Date, and for purposes of Section 4.15, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section shall be deemed to have been existing on the Issue Date. (d) During the Suspension Period, any reference in the definition of “Permitted Liens” and Section 4.19 to any provision of Section 4.10 or any provision thereof shall be construed as if such Section had remained in effect since the Issue Date and during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and the Issuer and any subsidiary shall be permitted, following a Reversion Date, without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof), to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby. (f) The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of the continuance and termination of any Suspension Period. The Trustee shall provide a copy of such certificate to any Holder of Notes upon written request. Neither the Trustee nor any paying agent shall be responsible for monitoring the Issuer’s rating status, making any request upon any Rating Agency, or determining whether any rating event has occurred. ARTICLE Five SUCCESSOR CORPORATION

Suspension of Covenants. (a) The following covenants If on any date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent” and the date thereof being referred to as the “Suspension Date”): ) then, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(34.15 and clause (iv) and of Section 4.17. Additionally, during any Suspension Period5.01(a) hereof shall not be applicable to the Notes (collectively, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary“Suspended Covenants”) until the occurrence of the Reversion Date. (b) During any period that the foregoing covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply under this Indenture with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (unless d) During the Suspension Period, the Issuer and until its Restricted Subsidiaries will be entitled to incur Liens to the Notes subsequently attain an Investment Grade Statusextent provided for under Section 4.12 (including, without limitation, Permitted Liens) to the extent provided for in Section 4.12 and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of the Section 4.12 and for no other covenant). (e) Notwithstanding the foregoing, in which case the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Holdings, the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended CovenantsNotes; provided, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Datethat (i) with respect to Restricted Payments made after such reinstatement, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall will be made calculated as though such covenant Section 4.07 hereof had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). Restricted Payments made ; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period not otherwise permitted will be classified to have been incurred or issued pursuant to any clause (iii) of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C4.09(b) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements (iii) any Affiliate Transaction entered into and all actions taken after such reinstatement pursuant to an agreement entered into during the any Suspension Period, including, without limitation, the Incurrence of Indebtedness Period shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) The Trustee shall have been taken no obligation to determine if a Suspension Period has commenced or terminated or to have existed prior to provide Holders with notice of the Issue Datecommencement or termination of a Suspension Period.

Suspension of Covenants. (a) The If on any date following covenants the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date, the Issuer and its Restricted Subsidiaries will not be subject to Sections 4.09, 4.10, 4.15 and 4.17 hereof (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Disposition shall be reset at zero. In the event that the Company Issuer 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between (and including) the Suspension Date and the Reversion Date (unless and until but excluding the Notes subsequently attain an Investment Grade StatusReversion Date) is referred to in this description as the “Suspension Period.” (c) In the event of any such reinstatement, in which case no action taken or omitted to be taken by the Suspended Covenants Issuer or any of its Subsidiaries prior to such reinstatement will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant Notes. With respect to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof made on or after the Reversion Date, calculations under such covenant shall the amount of Restricted Payments made will be made calculated as though such covenant Section 4.10 had been in effect during the entire period of time after the Issue Date (including prior to, but not during, the Suspension Period). No Subsidiary of the Issuer shall be required to comply with Section 4.17 on or after the Reversion Date with respect to any guarantee entered into by such Restricted Payments made Subsidiary during the Suspension Period. In addition, notwithstanding the foregoing, the continued existence after any reinstitution of the foregoing covenants of facts and circumstances or obligations arising from transactions that occurred during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not constitute a breach of any covenant set forth in this Indenture or cause a Default or an Event of Default thereunder. Following a Reversion Date, the Issuer and its Restricted Subsidiaries will be reduced permitted, without causing a Default or Event of Default, to below zero solely as a result honor, comply with or otherwise perform any contractual commitments or obligations arising during the Suspension Period and to consummate the transactions thereby. (d) The Issuer shall promptly deliver to the Trustee an Officer’s Certificate identifying any Covenant Suspension Event, including the relevant Suspension Date, and an Officer’s Certificate identifying any Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension PeriodPeriod on the Issuer’s future compliance with their covenants or (iii) notify the Holders of any Covenant Suspension Event, including, without limitation, the Incurrence Suspension Date or Reversion Date. The Trustee may deliver a copy of Indebtedness shall be deemed to have been taken or to have existed prior any such Officer’s Certificate to the Issue DateHolders upon request.

Suspension of Covenants. (a) The following covenants (the “Suspended Covenants”) will not apply during During any period during which of time that: (1) the Notes have an Investment Grade Status Rating from each of the Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension PeriodEvent”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period), the Company and the Subsidiaries will not be permitted subject to designate any Restricted Subsidiary as an Unrestricted Subsidiary. Section 1008 (b) the “Suspended Covenant”; the date of the occurrence of a Covenant Suspension Event, the “Suspension Date”). The Company shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the absence of such notice, the Trustee shall assume that a Suspension Date has not occurred. In the event that the Company and its Restricted the Subsidiaries are not subject to the Suspended Covenants Covenant for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating and as a result at least one of the Rating Agencies has not assigned an Investment Grade Rating to the Notes, then the Company and the Subsidiaries will thereafter again be subject to the Suspended Covenants will apply Covenant with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date (unless and until is referred to in this description as the Notes subsequently attain an Investment Grade Status, in which case “Suspension Period.” Notwithstanding that the Suspended Covenants will again Covenant may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture have occurred as a result of a failure to comply with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on (or upon termination of the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on Suspension Period or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect that time based solely on events that occurred during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken or to have existed prior to the Issue Date.

Suspension of Covenants. (a) The following covenants If on any date after the Issue Date (the “Suspended Covenants”i) will not apply during any period during which the Notes have an Investment Grade Status Ratings from both Rating Agencies and (a “Suspension Period”): ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, 4.11 and clause (4) of Section 5.01(a)(35.01(a) and Section 4.17. Additionally, during any Suspension Period(collectively, the Company will not “Suspended Covenants”) shall no longer be permitted applicable to designate any Restricted Subsidiary as an Unrestricted Subsidiarythe Notes. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period, the “Suspension Period”) as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) In the Reversion Date (unless and until event of any such reinstatement, no action taken or omitted to be taken by the Notes subsequently attain an Investment Grade Status, in which case Issuer or any of the Restricted Subsidiaries prior to such reinstatement that would otherwise be a breach of any Suspended Covenants Covenant will again be suspended for such time that the Notes maintain an Investment Grade Status); provided, however, that no give rise to a Default or Event of Default will be deemed to exist under the Indenture this Indenture; provided that (i) with respect to Restricted Payments made after any such reinstatement, the Suspended Covenantsamount of Restricted Payments made shall be calculated as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date(ii) all Indebtedness incurred, or any actions taken at any time pursuant to any contractual obligation Disqualified Stock or binding commitment arising prior to such Reversion DatePreferred Stock issued, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed classified to have been taken incurred pursuant to Section 4.09(a) or one of the clauses of Section 4.09(b) (other than clause (3) of Section 4.09(b)). To the extent such Indebtedness incurred, or Disqualified Stock or Preferred Stock issued would not be permitted to be incurred or issued pursuant to Section 4.09(a) or one or more clauses of Section 4.09(b), such Indebtedness, Disqualified Stock or Preferred Stock shall be classified to have existed prior been incurred or issued pursuant to clause (3) of Section 4.09(b). (d) No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. (e) The Issuer shall provide the Issue Trustee with notice of the commencement of any Suspension Period and the occurrence of any Reversion Date.

Suspension of Covenants. (a) The following covenants During any period of time that (x) the Company’s Credit Rating is Investment Grade, or after S&P and Mxxxx’x have each confirmed in writing that the Company’s Credit Rating will be Investment Grade after giving effect to the release of the Collateral in accordance with the terms of the Collateral Documents and (y) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clause (x) and this clause (y) being collectively referred to as a “Suspension Event”) Holdings and its Subsidiaries shall not be subject to Sections 4.11 and 4.14 of this Indenture (the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) In the event that the Company Holdings 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 (the “Reversion Date”) one or both of the Notes cease to have Rating Agencies withdraw the Company’s Investment Grade StatusCredit Rating or downgrade the Company’s Credit Rating below Investment Grade, then Holdings and its Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. (c) The period of time between the occurrence of a Suspension Event and the Reversion Date is referred to in this Indenture as the “Suspension Period”. (unless d) Upon the Reversion Date, the obligation to grant Guarantees pursuant to Section 4.11 shall be reinstated (and until the Notes subsequently attain an Investment Grade StatusReversion Date shall be deemed to be the date on which any guaranteed indebtedness was incurred for purposes of Section 4.11). (e) During the Suspension Period, in which case the Note Guarantee of any Guarantor shall be released from all obligations under its Guarantee pursuant to Section 11.05(b). Any Guarantees that were released pursuant to Section 11.05(b) shall be required to be reinstated reasonably promptly to the extent such Note Guarantees would otherwise be required to be provided hereunder. (f) Notwithstanding that the Suspended Covenants will again may be suspended for such time that the Notes maintain an Investment Grade Status); providedreinstated, however, that no Default or Event of Default will be deemed to exist under the Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade Status; provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall be under no obligation to notify the holders of the Notes that the Notes have achieved Investment Grade Status. (c) On each Reversion Date, all Indebtedness Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period and Holdings and any Subsidiary shall be permitted, following a Reversion Date, without causing a Default or Event of Default or breach of the Suspended Covenants (notwithstanding the reinstatement thereof), to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby; provided that with respect to Restricted Payments made after any such Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.14 had been taken in effect prior to, but not during, the Suspension Period. (g) The Company shall give the Trustee prompt written notice of any Suspension Event. In the absence of such notice the Trustee shall assume and be fully protected in so assuming the Suspended Covenant applies and is in full force and effect. The Company shall give the Trustee prompt written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date the Trustee shall assume the Suspended Covenant applies and is in full force and effect. For the avoidance of doubt, the Trustee shall have no obligation to discover or to have existed prior to verify the Issue existence or termination of any Suspension Event or Reversion Date.

Suspension of Covenants. (a) The following covenants If on any date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Sections 4.05 hereof, 4.06 hereof, 4.07 hereof, 4.08 hereof, 4.09 hereof and 5.01(4) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”) will not apply during any period during which the Notes have an Investment Grade Status (a “Suspension Period”): Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 5.01(a)(3) and Section 4.17. Additionally, during any Suspension Period, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary). (b) During any period that the foregoing covenants have been suspended, the Issuers may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to clause (ii) of the definition of “Unrestricted Subsidiary.” (c) In the event that the Company Issuers and its their 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 (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes cease to have below an Investment Grade StatusRating, then the Issuers and their Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants will apply with respect to events occurring following future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” The Guarantees of the Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset to zero. (unless and until d) Notwithstanding the Notes subsequently attain an Investment Grade Statusforegoing, in which case the Suspended Covenants will again event of any such reinstatement, no action taken or omitted to be suspended for taken by the Issuers or any of their Restricted Subsidiaries prior to such time that the Notes maintain an Investment Grade Status); provided, however, that no reinstatement shall give rise to a Default or Event of Default will be deemed to exist under the this Indenture with respect to the Suspended Covenants, and none of the Company or any of its Subsidiaries will bear any liability for any actions taken or events occurring during a Suspension Period and before any related Reversion Date, or any actions taken at any time pursuant to any contractual obligation or binding commitment arising prior to such Reversion Date, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period. The Company shall notify the Trustee should the Notes achieve Investment Grade StatusNotes; provided that (1) with respect to Restricted Payments made after such notification shall not be a condition for reinstatement, the suspension amount of the covenants set forth above to be effective. The Trustee Restricted Payments made shall be under no obligation to notify calculated as though the holders of limitations contained in Section 4.05 had been in effect prior to, but not during, the Notes that the Notes have achieved Investment Grade Status. Suspension Period; and (c2) On each Reversion Date, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness existing on the Issue Date. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof on or after the Reversion Date, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (6) or (18) under Section 4.07(b) hereof will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C) hereof; provided, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. In addition, for purposes of the other Suspended Covenants, all agreements entered into and all actions taken during the Suspension Period, including, without limitation, the Incurrence of Indebtedness shall be deemed to have been taken incurred or issued pursuant to Section 4.07(b)(4). (e) The Issuers shall promptly deliver an Officer’s Certificate certifying the occurrence of any and all Covenant Suspension Events and the date thereof, any and all Reversion Dates, which shall clearly identify the Suspended Covenants. The Trustee shall have existed prior no obligation to monitor the Issue Dateoccurrence of any Covenant Suspension Event or Reversion Date and may rely conclusively on the information provided to it in the certification described in this paragraph.