Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. (a) During any period of time following 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) when the Notes have an Investment Grade Ratings Rating from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)continuing, the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1Sections 3.09, 4.07, 4.08, 4.09, 4.11, 4.12, 4.16(a)(i) Section 4.07; (2and 5.01(a)(iv) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon ; provided, however, that the occurrence of a Covenant Suspension Eventprovisions set forth in Sections 4.06, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be set at zero at such date (the “Suspension Date”). In additionso suspended; and provided, in the event further, that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, preceding portion of this sentence and, on any subsequent date (the “Reversion Date”)subsequently, one or both of the a Rating Agencies Agency withdraws its Investment Grade Rating ratings or downgrades the rating ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade RatingRating from either Rating Agency, or a Default or Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to future events. The Restricted Payments made after the Reinstatement Date shall be calculated in accordance with the terms of Section 4.08 as though such covenants had been in effect during the entire period of time between from which the Suspension Date Notes are issued. However, all Restricted Payments made, Indebtedness incurred and the Reversion Date is referred to other actions effected during any period in which covenants are suspended will not cause a default under this description as the “Suspension Period.” Within 30 days of the Reversion Indenture on any Reinstatement Date. In addition, during any Restricted Subsidiary that would have been required during the Suspension Period but for period when the Suspended Covenants by Section 4.17 are suspended the Issuers will not be permitted to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default designate or Event redesignate any 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 upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued their Subsidiaries 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.14. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following after the Issue Date that (i) the Notes have are rated Investment Grade Ratings from by both Rating Agencies, 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 Company Issuer and its Restricted Subsidiaries shall not be subject to the following provisions Sections of this Indenture:Indenture (the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.084.09; (3) Section 4.094.10; (4) clause (d) of the first paragraph of Section 4.105.01; (5) Section 4.11; (6) Section 4.13;4.08; and (7) Section 4.16;4.13. (8) Section 4.17; (9b) Section 4.18; and (10) At such time as Sections 4.07, 4.08, 4.09, 4.10, 4.11 and clause (iid) of the first paragraph of Section 5.01 are suspended (collectivelya “Suspension Period”), the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect Issuer shall no longer be permitted to designate any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date Restricted Subsidiary as an Unrestricted Subsidiary. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the its 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 withdraw their Investment Grade Rating rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingGrade, then the Company Issuer and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (bd) On the each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified prior 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will shall be deemed to have been outstanding on be Existing Indebtedness. For purposes of calculating the Issue Date, so that it is classified amount available to be made as permitted Restricted Payments under clause (iii3) of Section 4.07(a), calculations under such section shall be made as though such section had been in effect during the definition entire period of Permitted Indebtednesstime after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period will be deemed to have been made not otherwise permitted pursuant to any of clauses (2) through (12) under Section 4.07(b) shall reduce the first paragraph amount available to be made as Restricted Payments under clause (3) of such Section 4.07. (c) If (i) a Change of Control occurs 4.07(a); provided that results in either (a) the sale, lease, exchange or other transfer of all or substantially all of amount available to be made as Restricted Payments on the assets of the Company Reversion Date shall not be reduced to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate below zero solely as a result of such transactionRestricted Payments. For purposes of Section 4.10(d), on the Reversion Date, the unutilized amount of Net Proceeds shall be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the Reversion Date, of the Company facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any Person such obligations, shall constitute a breach of any covenant set forth herein or Group other than an Affiliate cause a Default or Event of Default thereunder; provided that (other than 1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a Person that becomes an Affiliate solely as a result of such transaction) of the Company becoming the beneficial owner, directly withdrawal or indirectly, of shares representing 100% of the total ordinary voting power represented downgrade by the issued and outstanding Capital Stock of the Company or Holdings applicable Rating Agency below an Investment Grade rating and (ii2) the Issuer reasonably believed that such Person incurrence or Group acquiring control pursuant actions would not result in such withdrawal or downgrade. On each Reversion Date, the Issuer shall be required to clause (i) above is subject comply with the provisions under Section 4.13 as if such provisions were in effect at all times during the Suspension Period. The Issuer shall provide an Officers’ Certificate to the reporting requirements of Section 13 or 15(d) of Trustee indicating 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 occurrence of any Covenant Suspension Event, Suspension Period or Reversion Date. In the absence of such notice, the The Trustee shall assume have no obligation to monitor the Suspended Covenants apply and are in full force and effect. The Company shall give ratings of the Trustee prompt (and in Notes, independently determine or verify if such events have occurred or notify the holders of Notes of any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a , Suspension Period or Reversion Date. After The Trustee may provide a copy of such Officers’ Certificate to any such notice Holder of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectNotes upon request.

Suspension of Covenants. (a) During any period of time following the Issue Date issuance of the Initial Notes that (i) the Notes have a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or, if either or both shall not make a rating on the Notes publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Xxxxx’x or S&P or both, as the case may be (Xxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an equivalent rating by such other agency or agencies, as the case may be (any such rating, an “Investment Grade Ratings from both Rating AgenciesRating”), 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 Issuer and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.12; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (iiSection 5.01(a)(iii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Available Proceeds with respect to any applicable Net Proceeds Offer Trigger Date Asset Sale shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Issuer and 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 below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenants, but only with respect to future eventsevents after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant subject 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 Date4.07. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause Section 4.07(b)(3). (iiic) Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.08 will be made as though Section 4.08 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.08(a). (d) The Company Issuer shall give the Trustee prompt (notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after a Covenant Suspension Event) written notice of any such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Issuer may not designate a Subsidiary as an Unrestricted Subsidiary under Section 4.16. (f) Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or cause a Default hereunder, provided that (i) the Issuer and the Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment Grade Rating and (ii) the Issuer reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date: (i) the Notes have receive an Investment Grade Ratings Rating from both 50% or more of the Designated Rating Agencies, and Organizations that have provided ratings of the Notes (“Investment Grade Status”); and (ii) no Default has or Event of Default shall have occurred and is be continuing under this Indenture on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: Sections listed below (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries: (A) Section 7.9; (B) Section 7.10; (C) Section 7.11; (D) Section 7.12; (E) Section 7.15; and (F) Section 12.1(a)(C). (b) If at any time the Notes cease to have Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture with respect to future events for the benefit of the Notes (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes again achieve Investment Grade Status and no Default or Event of Default shall have occurred and be continuing on such date (in which event the Suspended Covenants shall no longer be in effect unless and until the Notes cease to have such Investment Grade Status). Such Suspended Covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period. (c) With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be calculated as though Section 7.9 had been in effect prior to, but not during, the Suspension Period. All Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to 7.10(b)(vi). Any encumbrance or restriction of the type specified in Sections 7.11(a)(i), 7.11(a)(ii) and 7.11(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 7.11(b)(i). Any contract, agreement, loan, advance or guarantee with or for the benefit of any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 7.12(b)(vi). Upon the occurrence of a Covenant Suspension EventPeriod, the amount of Net Cash Excess Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set reset at zero at such date (zero. During a Suspension Period, the “Suspension Date”). In addition, in the event that the Company and the Issuer may not designate any of 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 be Unrestricted Subsidiaries. (the “Reversion Date”), one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. d) Notwithstanding that the Suspended Covenants may be reinstated, and notwithstanding anything else contained herein: (i) 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 upon termination of on the Reversion Date) or after the Suspension Period or after that time based solely on events that occurred during the Suspension Period).; and (bii) On neither (a) the continued existence, after the Reversion Date, all Indebtedness of facts or circumstances or obligations that were incurred or otherwise came into existence during the a Suspension Period will be classified nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts or circumstances or obligations to exist in anticipation of the Notes ceasing to have been incurred Investment Grade Status and (2) the Issuer reasonably expected that such incurrence 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 Indebtedness actions would not be so permitted to be incurred or issued pursuant to Section 4.09, result in such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07ceasing. (ce) If (iThe Issuer shall notify the Trustee that the conditions set forth in this Section 7.16(a) a Change of Control occurs have been satisfied; provided 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 notification shall not be subject a condition for the suspension of the covenants set forth above to Section 4.03(a) from that time if and for so long as such Person or Group maintains be effective. The Trustee shall be under no obligation to monitor the ratings of the Notes, determine whether the Notes achieve Investment Grade Ratings from both Rating AgenciesStatus or notify the Holders that the conditions set forth in this Section 7.16(a) have been satisfied. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have an Investment Grade Ratings from both Rating Agencies, (including in connection with a Change of Control) 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, the Company Guarantees will be automatically and its unconditionally released and discharged and the Issuer and the Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) , upon the making of the first paragraph of election in Section 5.01 4.12(b), 4.12(a) (in which case Section 4.12(b) will apply), Section 4.15, Section 5.01(a)(i)(D) and 5.01(d) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”). Upon the occurrence of . (b) During a Covenant Suspension EventPeriod (as defined herein), the amount Issuer may not designate any of Net Cash Proceeds its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at Section 4.07 as if such date Section were in effect during such period. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, 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 below no longer have an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days 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 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 will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, (i) 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; (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 Section 4.09(b)(iii); (iii) 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)(vi); (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that would have been is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(i); and (v) 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; (vi) all Liens permitted to be created, incurred or assumed during the Suspension Period but for will be deemed to have been outstanding on the Suspended Covenants by Section 4.17 Issue Date, so that they are classified as permitted under clause (7) of the definition of “Permitted Liens”; and (vii) all Investments made during the Suspension Period will be deemed to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. 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 reinstatedreinstated after the Reversion Date (i) no Default, no Default or Event of Default or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time time, based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of 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 was incurred for purposes of Section 4.15). (g) The Trustee shall assume have no duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred or (iii) notify Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following the Issue Date that For so long as (i) the Notes have are rated Investment Grade Ratings from both by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies”, by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and conditioned upon the Company promptly providing the Trustee an Officers’ Certificate and an Opinion of Counsel as to the existence of a Covenant Suspension Event which identifies the date of such Covenant Suspension Event, the Company and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture: (1) Section 4.07; (2x) Section 4.08; , Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14 and clause (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 and (collectively, y) in clause (3) of Section 4.06 the reference to “2.0” shall be to “1.5” (the “Suspended Covenants”). Upon . (b) Additionally, during such time as the occurrence of a Covenant Suspension Eventabove referenced covenants are suspended, the amount of Net Cash Proceeds with respect Company will not be permitted to designate any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that Restricted Subsidiary as an Unrestricted Subsidiary unless the Company and would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if the Restricted Subsidiaries are not subject to covenants had been in effect for such period. (c) If at any time 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 Notes’ credit rating assigned to the Notes below is downgraded from an Investment Grade Rating, rating or if a Default or Event of Default occurs and is continuing, then the Company Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the Restricted Subsidiaries terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall thereafter again no longer be subject in effect for such time that the Notes maintain an Investment Grade rating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Notes or the Guarantees with respect to the Suspended Covenants with respect based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date date of suspension of the covenants and the Reversion Date Reinstatement Date, if any, is referred to in this description as the “Suspension Period.” Within 30 days ” (d) The Company shall promptly provide the Trustee an Officers’ Certificate and an Opinion of Counsel as to the existence of a Reinstatement Date which identifies the date of such Reinstatement Date; provided, however, that in no case shall such Reinstatement Date be conditioned upon the receipt of such Officers’ Certificate or Opinion of Counsel. (e) Calculations made after the Reinstatement Date of the Reversion Date, any amount available to be made as Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Payments under Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default 4.09 will be deemed to have occurred made as a result of a failure to comply with though the Suspended Covenants during covenants described under Section 4.09 had been in effect since the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during Issue Date and throughout the Suspension Period). (b) On the Reversion Date. Accordingly, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will reduce the amount available to be deemed to have been made pursuant as Restricted Payments under clause (4)(C) of Section 4.09(a), to the first paragraph of Section 4.07extent set forth in such covenant. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following 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 the 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 the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiib) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date: (i) the Notes have receive an Investment Grade Ratings Rating from both 50% or more of the Designated Rating Agencies, and Organizations that have provided ratings of the Notes (“Investment Grade Status”); and (ii) no Default has or Event of Default shall have occurred and is be continuing under this Indenture on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: Sections listed below (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries: (A) Section 6.8; (B) Section 6.9; (C) Section 6.10; (D) Section 6.11; (E) Section 6.14; and (F) Section 10.1(a)(C). (b) If at any time the Notes cease to have Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture with respect to future events for the benefit of the Notes (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes again achieve Investment Grade Status and no Default or Event of Default shall have occurred and be continuing on such date (in which event the Suspended Covenants shall no longer be in effect unless and until the Notes cease to have such Investment Grade Status). Such Suspended Covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period. (c) With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be calculated as though Section 6.8 had been in effect prior to, but not during, the Suspension Period. All Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to 6.9(b)(iii). Any encumbrance or restriction of the type specified in Sections 6.10(a)(i), 6.10(a)(ii) and 6.10(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.10(b)(i). Any contract, agreement, loan, advance or Guarantee with or for the benefit of any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.11(b)(vi). Upon the occurrence of a Covenant Suspension EventPeriod, the amount of Net Cash Excess Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set reset at zero at such date (zero. During a Suspension Period, the “Suspension Date”). In addition, in the event that the Company and the Issuer may not designate any of 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 be Unrestricted Subsidiaries. (the “Reversion Date”), one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. d) Notwithstanding that the Suspended Covenants may be reinstated, and notwithstanding anything else contained herein: (i) 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 upon termination of on the Reversion Date) or after the Suspension Period or after that time based solely on events that occurred during the Suspension Period).; and (bii) On neither (a) the continued existence, after the Reversion Date, all Indebtedness of facts or circumstances or obligations that were incurred or otherwise came into existence during the a Suspension Period will be classified nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts or circumstances or obligations to exist in anticipation of the Notes ceasing to have been incurred Investment Grade Status and (2) the Issuer reasonably expected that such incurrence 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 Indebtedness actions would not be so permitted to be incurred or issued pursuant to Section 4.09, result in such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07ceasing. (ce) If (iThe Issuer shall notify the Trustee that the conditions set forth in this Section 6.16(a) a Change of Control occurs have been satisfied; provided 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 notification shall not be subject a condition for the suspension of the covenants set forth above to Section 4.03(a) from that time if and for so long as such Person or Group maintains be effective. The Trustee shall be under no obligation to monitor the ratings of the Notes, determine whether the Notes achieve Investment Grade Ratings from both Rating AgenciesStatus or notify the Holders that the conditions set forth in this Section 6.16(a) have been satisfied. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date issuance of the Initial Notes that (i) the Notes have a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or, if either or both shall not make a rating on the Notes publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Xxxxx’x or S&P or both, as the case may be (Xxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an equivalent rating by such other agency or agencies, as the case may be (any such rating, an “Investment Grade Ratings from both Rating AgenciesRating”), 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 Issuer and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.12; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (iiSection 5.01(a)(iii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Available Proceeds with respect to any applicable Net Proceeds Offer Trigger Date Asset Sale shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Issuer and 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 below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenants, but only with respect to future eventsevents after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant subject 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 Date4.07. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause Section 4.07(b)(3). (iiic) Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.08 will be made as though Section 4.08 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.08(a). (d) The Company Issuer shall give the Trustee prompt (notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after a Covenant Suspension Event) written notice of any such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Issuer may not designate a Subsidiary as an Unrestricted Subsidiary under Section 4.16. (f) Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or cause a Default hereunder; provided that (i) the Issuer and the Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment Grade Rating and (ii) the Issuer reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade. The Issuer shall inform the Trustee of the occurrence of a Covenant Suspension Event or a Reversion Date and in the absence of any such notice, the Trustee shall be entitled to assume that no such event occurred.

Suspension of Covenants. (a1) During For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.16(a) in its entirety and replacing it with the following: “If on any period of time date following the Initial Issue Date that Date: (i) the Notes have receive an Investment Grade Ratings Rating from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence at least 50% of the events described in Designated Rating Organizations that have provided ratings of the foregoing clauses Notes (i) and (ii) being collectively referred to as a “Covenant Suspension EventInvestment Grade Status”), 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall have occurred and be continuing on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the “Suspension Period”), the Sections listed below (the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries: (A) Section 7.9; (B) Section 7.10; (C) Section 7.11; (D) Section 7.12; (E) Section 7.14; (F) Section 7.15; and (G) Section 12.1(a)(C).” (2) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.16(c) in its entirety and replacing it with the following: “With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be deemed to have occurred calculated as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during though Section 7.9 had been in effect prior to, but not during, the Suspension Period). (b) On the Reversion Date. All Indebtedness incurred, all Indebtedness incurred or Disqualified Stock issued, 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 7.10(b)(vi). Any encumbrance or issued thereunder as restriction of the Reversion Date type specified in Sections 7.11(a)(i), 7.11(a)(ii) and after giving effect 7.11(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiienter into) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to in effect on the first paragraph Initial Issue Date so that they are permitted under Section 7.11(b)(i). Any contract, agreement, loan, advance or guarantee with or for the benefit 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 any Affiliate of the assets of Issuer entered into (or which the Company Issuer or any Restricted Subsidiary became legally obligated to any Person or Group (as defined enter into) during the Suspension Period will be deemed to have been in effect on the definition of Change of Control) other than an Affiliate (other than a Person Initial Issue Date so that becomes an Affiliate solely as a result of such transaction) 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 they are permitted under 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 Event7.12(b)(vi). In the absence of such notice, 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 Upon the occurrence of a Reversion DateSuspension Period, the Trustee amount of Excess Proceeds shall assume be reset at zero. During a Suspension Period, the Suspended Covenants apply and are in full force and effectIssuer may not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries.”

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date: (i) the Notes have receive an Investment Grade Ratings Rating from both 50% or more of the Designated Rating Agencies, and Organizations that have provided ratings of the Notes (“Investment Grade Status”); and (ii) no Default has or Event of Default shall have occurred and is be continuing under this Indenture on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: Sections listed below (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries: (A) Section 6.9; (B) Section 6.10; (C) Section 6.11; (D) Section 6.12; (E) Section 6.15; and (F) Section 10.1(a)(C). (b) If at any time the Notes cease to have Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture with respect to future events for the benefit of the Notes (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes again achieve Investment Grade Status and no Default or Event of Default shall have occurred and be continuing on such date (in which event the Suspended Covenants shall no longer be in effect unless and until the Notes cease to have such Investment Grade Status). Such Suspended Covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period. (c) With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be calculated as though Section 6.9 had been in effect prior to, but not during, the Suspension Period. All Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to 6.10(b)(iii). Any encumbrance or restriction of the type specified in Sections 6.11(a)(i), 6.11(a)(ii) and 6.11(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.11(b)(i). Any contract, agreement, loan, advance or Guarantee with or for the benefit of any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.12(b)(vi). Upon the occurrence of a Covenant Suspension EventPeriod, the amount of Net Cash Excess Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set reset at zero at such date (zero. During a Suspension Period, the “Suspension Date”). In addition, in the event that the Company and the Issuer may not designate any of 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 be Unrestricted Subsidiaries. (the “Reversion Date”), one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. d) Notwithstanding that the Suspended Covenants may be reinstated, and notwithstanding anything else contained herein: (i) 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 upon termination of on the Reversion Date) or after the Suspension Period or after that time based solely on events that occurred during the Suspension Period).; and (bii) On neither (a) the continued existence, after the Reversion Date, all Indebtedness of facts or circumstances or obligations that were incurred or otherwise came into existence during the a Suspension Period will be classified nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts or circumstances or obligations to exist in anticipation of the Notes ceasing to have been incurred Investment Grade Status and (2) the Issuer reasonably expected that such incurrence 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 Indebtedness actions would not be so permitted to be incurred or issued pursuant to Section 4.09, result in such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07ceasing. (ce) If (iThe Issuer shall notify the Trustee that the conditions set forth in this Section 6.17(a) a Change of Control occurs have been satisfied; provided 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 notification shall not be subject a condition for the suspension of the covenants set forth above to Section 4.03(a) from that time if and for so long as such Person or Group maintains be effective. The Trustee shall be under no obligation to monitor the ratings of the Notes, determine whether the Notes achieve Investment Grade Ratings from both Rating AgenciesStatus or notify the Holders that the conditions set forth in this Section 6.17(a) have been satisfied. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have an Investment Grade Ratings from both Rating Agencies, (including in connection with a Change of Control) 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, the Company Guarantees and its the Collateral will be automatically and unconditionally released and discharged and the Issuer and the Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) , upon the making of the first paragraph of election in Section 5.01 4.12(b), 4.12(a) (in which case Section 4.12(b) will apply), Section 4.15, Section 5.01(a)(i)(D) and 5.01(d) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”). Upon the occurrence of . (b) During a Covenant Suspension EventPeriod (as defined herein), the amount Issuer may not designate any of Net Cash Proceeds its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at Section 4.07 as if such date Section were in effect during such period. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, 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 below no longer have an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days The Guarantees of the Guarantors will be suspended during the Suspension Period and the Collateral pledged by the Issuer and the Guarantors will be released. 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 reinstatement, no action taken or omitted to be taken by the 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, (i) 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; (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 Section 4.09(b)(iii); (iii) 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)(vi); (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that would have been is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(i); and (v) 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; (vi) all Liens permitted to be created, incurred or assumed during the Suspension Period but for will be deemed to have been outstanding on the Suspended Covenants by Section 4.17 Issue Date, so that they are classified as permitted under clause (7) of the definition of “Permitted Liens”; and (vii) all Investments made during the Suspension Period will be deemed to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. 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 reinstatedreinstated after the Reversion Date (i) no Default, no Default or Event of Default or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes, the Guarantees, the Notes Security Documents or the Intercreditor Agreements with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time time, based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of 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 and the Collateral will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees and pledge Collateral 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 was incurred for purposes of Section 4.15). (g) The Trustee shall assume have no duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred or (iii) notify Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) when the Notes have an Investment Grade Ratings Rating from both Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (Indenture, then, beginning on that day and subject to the occurrence provisions of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”Section 4.20(c), the Company Xxxxx Energy Partners and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture: (1) Section 4.074.10; (2) Section 4.084.07; (3) Section 4.09; (4) Section 4.104.19; (5) Section 4.11; (6) Section 4.13; (7) Clause 4(B) of Section 4.165.01; (8) Section 4.17;4.08; and (9) Section 4.18; and Clauses 1(A) and (10) clause (ii3) of the first paragraph of Section 5.01 4.16 (collectively, the “Suspended Covenants”). Upon . (b) During any period that the occurrence of a Covenant Suspension Eventcovenants listed in Section 4.20(a) have been suspended, the amount Board of Net Cash Proceeds with respect Directors of the General Partner may not designate any of Xxxxx Energy Partners’ Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date Section 4.19 or clause (2) of the “Suspension Date”). definition of Unrestricted Subsidiary. (c) In addition, in the event that the Company Xxxxx Energy Partners and the 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 and subsequently either of the Rating Agencies withdraws its Investment Grade Rating ratings or downgrades the rating ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade RatingRating from both Rating Agencies, or a Default or Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company Xxxxx Energy Partners and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants (unless subsequently suspended pursuant to the previous paragraph), subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to future events. The Restricted Payments made after the Reinstatement Date will be calculated in accordance with Section 4.07 hereof as though such section had been in effect during the entire period of time between from which the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenantNotes are issued. Notwithstanding that the Suspended Covenants may be shall have been reinstated, no Default or Event of Default default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 any period in which Xxxxx Energy Partners and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would its Restricted Subsidiaries are not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 AgenciesSuspended Covenants. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following 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 4.074.05; (2) Section 4.084.06; (3) Section 4.094.07; (4) Section 4.104.08; (5) Section 4.114.09; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.184.14; and (10) 8) clause (iia)(ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Asset Sale Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the its 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 withdraw their Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 4.13 hereof to execute a supplemental indenture shall will execute such supplemental indenture required by such covenantSection. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 4.07 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 or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07 hereof, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 hereof will be made as though the covenant described under Section 4.05 hereof had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.05(a) hereof. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 Promptly following the occurrence of a any Suspension Date or Reversion Date, the Company shall provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall assume have no obligation to independently determine or verify if a Suspension Date or Reversion Date has occurred or notify the Suspended Covenants apply and are in full force and effectHolders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon request.

Suspension of Covenants. (a) During If on any period of time date following the Issue Escrow Release Date that (i) the Notes have an Investment Grade Ratings Rating from both two of the Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the Company rating of the Notes, each of Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15 and its Restricted Subsidiaries clause (iii) of Section 5.01(a) and Sections 5.01(e) and 5.01(g) hereof shall not no longer be subject applicable 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon ) until the occurrence of a Covenant Suspension Eventthe Reversion Date (as defined below), the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date if any. (the “Suspension Date”). b) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), one or both ) the Notes cease to have an Investment Grade Rating from any two of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingAgencies, then the Company Issuer and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Date Event and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days The Guarantees of the Reversion Date, any Restricted Subsidiary that would have been required Guarantors will also be suspended during the Suspension Period to the extended provided under Article 10. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. (c) During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 4.12 hereof (including, without limitation, Permitted Liens) to the extent provided for in such section 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, the definition of “Permitted Liens” and no other section). (d) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Section 4.17 the Issuer or any of its Restricted Subsidiaries prior to execute such reinstatement that was permitted at such time will give rise to a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that Default or Event of Default under this Indenture with respect to the Suspended Covenants may be reinstated, Notes; and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (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 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); (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); (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not the Co-Issuer or a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of the second paragraph in Section 4.08(a); (v) no Subsidiary of the Issuer (other than the Co-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 (v) of the definition of “Permitted Investments.” (e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (ii2) 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 the absence of such notice, 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 occurrence of 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. (f) The Issuer shall send written notice to the Trustee upon the commencement of any Suspension Period or the occurrence of any Reversion Date. The Trustee shall assume have no obligation to determine if the Suspended Covenants apply Notes have an Investment Grade Rating at any time or to provide Holders with notice of whether the Notes have an Investment Grade Rating or no longer have an Investment Grade Rating and are in full force and effectshall have no obligation to monitor or notify the Holders of the ratings of the ratings of the Notes.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that 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 Company and its Restricted Subsidiaries shall not following covenants will be subject to suspended (collectively, the following provisions of this Indenture:“Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.13; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (ii4) of the first paragraph of Section 5.01 5.01(a). (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). b) In addition, in the event that the Company and 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents from any such Reversion Date until the maturity of the Notes unless there is a subsequent Covenant Suspension Event. The period of time between the any Covenant Suspension Date Event and the any Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).” (bc) On the any Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have as having been incurred or issued pursuant to Section 4.09 4.08(a) or one of the clauses set forth under Section 4.08(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 ); provided that to the extent such Indebtedness Indebtedness, Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to Section 4.094.08(a) such Indebtedness, such Indebtedness Disqualified Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of Section 4.08(b). Calculations made after the definition Reversion Date of Permitted Indebtednessthe amount available to be made as Restricted Payments under Section 4.07 will be made as though the covenant set forth in Section 4.07 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be deemed to have been made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.07(a). (d) The Company shall give deliver to the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice an Officers’ Certificate notifying the Trustee of any Covenant Suspension EventEvent or the commencement of any Suspension Period and certifying that such suspension complied with the foregoing provisions. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give deliver to the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice an Officers’ Certificate notifying the Trustee of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, 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 have occurred on the Reversion Date with respect to the Suspended Covenants as a result of 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 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 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. (g) For purposes of Section 4.18 (“Asset Sales”), on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

Suspension of Covenants. (a) During any period of time following 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 the 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 the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiib) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, 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 business days after a Covenant Suspension Event) 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 Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Completion Date, (i) the a Series of Notes have an Investment Grade Ratings Rating from both either of the Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”)) then, 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) 4.15, clause (iiiii) of the first paragraph Section 5.01(a) and Section 5.01(e) hereof shall no longer be applicable to such Series of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon ) until the occurrence of a Covenant Suspension Eventthe Reversion Date. (b) During any period that the foregoing covenants have been suspended, the amount Issuer may not designate any of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date its Subsidiaries as Unrestricted Subsidiaries. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), one or ) both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the applicable Series of Notes below an Investment Grade RatingRating (in each case, or a Default or Event of Default occurs and is continuingto the extent given an Investment Grade Rating by such Rating Agency), then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days The Guarantees of the Reversion DateSubsidiary Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Collateral Excess Proceeds and Excess Proceeds from any Asset Sales shall be reset to zero. (d) During the Suspension Period, the Issuer and its Restricted Subsidiary that would have been required Subsidiaries will be entitled to incur Liens to the extent 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 the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Section 4.17 the Issuer or any of its Restricted Subsidiaries prior to execute such reinstatement will give rise to a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that Default or Event of Default under this Indenture with respect to the Suspended Covenants may be reinstatedapplicable Series of Notes, and no Default or Event of Default will be deemed to exist or have occurred as a result of any failure by the Issuer or any Restricted Subsidiary to comply with any of the Suspended Covenants during the Suspension Period; provided, that (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 the Co-Issuer or 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 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 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, either Series of Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (ii2) 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 the absence of such notice, 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 occurrence of 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) Neither the Trustee nor the Agents shall assume have any duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (iii) notify the Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following 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 4.134.16; (7) Section 4.164.17; (8) Section 4.17; (9) Section 4.18; and (109) clause (a) (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Asset Sale Offer Trigger Date as defined above shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, Rating 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall will execute such supplemental indenture required by such covenantSection. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.07(a). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 Issuer 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 the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. Following the first day (athe "Suspension Date") During any period of time following the Issue Date that that: (i1) the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, and and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture: (1A) Section 4.07;4.03, (B) Section 4.04, (C) Section 4.05, (D) Section 4.06, (E) clause (3) under Section 4.10, (F) clauses (2) Section 4.08; and (3) of Section 4.09;5.01(a), (4G) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; 4.07 and (10H) clause (ii) of the first paragraph of Section 5.01 4.11 (collectively, the “"Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”"). In addition, in the Subsidiary Guarantees of the Subsidiary Guarantors will also be suspended as of the Suspension Date. In the event that the Company and the its 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 below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future eventsevents and the Subsidiary Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description Indenture as the “"Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. " Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) . On the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified to have been incurred or issued Incurred pursuant to paragraph (a) of Section 4.09 4.03 or one of the clauses set forth in paragraph (b) of Section 4.03 (to the extent such Indebtedness would be permitted to be incurred or issued Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued 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 or issued Incurred pursuant to paragraph (a) or (b) of Section 4.09, 4.03 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of Section 4.03(b). Calculations made after the definition Reversion Date of Permitted Indebtednessthe amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be deemed to have been made pursuant to the first as Restricted Payments under paragraph of Section 4.07. (c) If (i) a Change of Control occurs that results in either (a) of Section 4.04 and the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company to any Person or Group items specified in subclauses (as defined in the definition of Change of Control3)(A) other than an Affiliate through (other than a Person that becomes an Affiliate solely as a result of such transaction3)(D) of the Company or paragraph (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transactiona) of Section 4.04 will increase 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 amount available to be made under paragraph (iia) 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 Agenciesthereof. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date issuance of the Initial Notes that (i) the Notes have a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or, if either or both shall not make a rating on the Notes publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Xxxxx’x or S&P or both, as the case may be (Xxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an equivalent rating by such other agency or agencies, as the case may be (any such rating, an “Investment Grade Ratings from both Rating AgenciesRating”), 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 Issuer and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.12; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (iiSection 5.01(a)(iii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Available Proceeds with respect to any applicable Net Proceeds Offer Trigger Date Asset Sale shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Issuer and 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 below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenants, but only with respect to future eventsevents after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant subject 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 Date4.07. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07, such Indebtedness will be deemed to have been outstanding on the Issue DateAugust 11, 2009, so that it is classified as permitted under clause Section 4.07(b)(3). (iiic) Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.08 will be made as though Section 4.08 had been in effect from August 11, 2009 and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.08(a). (d) The Company Issuer shall give the Trustee prompt (notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after a Covenant Suspension Event) written notice of any such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Issuer may not designate a Subsidiary as an Unrestricted Subsidiary under Section 4.16. (f) Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or cause a Default hereunder, provided that (i) the Issuer and the Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment Grade Rating and (ii) the Issuer reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) Date, the Notes have achieved Investment Grade Ratings from both Rating Agencies, Status 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 Company then, beginning on that day 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of 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 Subsidiary that would have been required 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 Period but for Event, and Section 4.08 shall be interpreted as if it has been in ​ effect since the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding date of this Indenture except that the Suspended Covenants may be reinstated, no Default or Event of Default default will be deemed to have occurred as a result solely by reason of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) Restricted Payment made while Section 4.08 was suspended. On the Reversion Date, all Indebtedness Debt incurred during the continuance of the Suspension Period will Event shall be classified to have classified, at the Parent Guarantor’s option, as having been incurred or issued pursuant to Section 4.09 4.06(a) or one of the sub-clauses set forth in Section 4.06(b) (to the extent such Indebtedness Debt would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Debt incurred or issued prior to the Suspension Period Event and outstanding on the Reversion Date). To the extent such Indebtedness would Debt shall not be so permitted to be incurred under Section 4.06(a) or issued pursuant to Section 4.094.06(b), such Indebtedness will Debt shall be deemed to have been outstanding on the August 2019 Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.06(b)(iii). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (a “Suspension Period”) that: (i) the Notes have Investment Grade Ratings from both Rating Agencies, 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 Company and its Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Indenture (collectively, the “Suspended Covenants”). Upon , and during a Suspension Period, but prior to the occurrence repayment, repurchase, retirement or redemption of a Covenant Suspension Eventall of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture governing the Notes (collectively, the amount “Satisfaction of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension DateNotes”). , the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended: (i) SECTION 4.7; 509335-2181-14734-Active.16594683.10 (ii) SECTION 4.8; (iii) SECTION 4.9; (iv) SECTION 4.10; (v) SECTION 4.11; (vi) SECTION 4.13; (vii) SECTION 4.16; and (viii) SECTION 5.1(a)(iii). (b) In addition, in the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoing, Suspension Period and, on any subsequent date subsequently, (the “Reversion Date”), x) either one or both of the Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades downgrade the rating ratings assigned to the Notes below an Investment Grade Rating, and such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgrade in clause (x) or (y), a Default or Event of Default occurs and is continuing“Reinstatement Date”), then the Company and the its Restricted Subsidiaries shall thereafter will after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events. The period of time between events for the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days benefit of the Reversion Date, any Restricted Subsidiary that would have been required during Notes (unless and until a Suspension Event again exists) until the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination Satisfaction of the Suspension Period or after that time based solely on events that occurred during the Suspension Period)Notes. (bc) On the Reversion Reinstatement Date, all Indebtedness Debt incurred during the a Suspension Period will be classified to have as having been incurred Incurred or issued pursuant to Section 4.09 SECTION 4.9(a) hereof or, at the Company’s option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Indebtedness Debt would be permitted to be incurred or issued Incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness incurred or issued Debt Incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness Debt would not be so permitted to be incurred or issued Incurred pursuant to Section 4.09SECTION 4.9, such Indebtedness Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiiiv) of the definition of Permitted IndebtednessDebt. On the Reinstatement Date, all Guarantees incurred during a Suspension Period that remain outstanding on the Reinstatement Date will be deemed for the purpose of SECTION 4.16 to have been incurred on the Reinstatement Date. (d) Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under SECTION 4.7 will be made as though SECTION 4.7 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under SECTION 4.7(a) hereof to the extent provided therein. 509335-2181-14734-Active.16594683.10 (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default 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 occurred and payment of the assets of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely Notes may not be accelerated, as a result of such transaction) of a failure to comply with the Company Suspended Covenants during a Suspension Period (or (b) any Person on the Reinstatement Date or Group other than an Affiliate (other than after a Person Suspension Period based solely on events that becomes an Affiliate solely as a result of such transaction) of occurred during 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 AgenciesSuspension Period). (df) The Company shall give will provide prompt written notice to 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 the absence of such notice, the Trustee shall assume the Suspended Covenants apply Event 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 Reinstatement Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) Date, the Notes have achieved Investment Grade Ratings from both Rating Agencies, Status 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 Company then, beginning on that day 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of 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 Subsidiary that would have been required 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 Period but for Event, and Section 4.08 shall be interpreted as if it has been in effect since the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding date of this Indenture except that the Suspended Covenants may be reinstated, no Default or Event of Default default will be deemed to have occurred as a result solely by reason of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) Restricted Payment made while Section 4.08 was suspended. On the Reversion Date, all Indebtedness Debt incurred during the continuance of the Suspension Period will Event shall be classified to have classified, at the Parent Guarantor’s option, as having been incurred or issued pursuant to Section 4.09 4.06(a) or one of the sub-clauses set forth in Section 4.06(b) (to the extent such Indebtedness Debt would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Debt incurred or issued prior to the Suspension Period Event and outstanding on the Reversion Date). To the extent such Indebtedness would Debt shall not be so permitted to be incurred under Section 4.06(a) or issued pursuant to Section 4.094.06(b), such Indebtedness will Debt shall be deemed to have been outstanding on the August 2019 Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.06(b)(iii). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that For so long as (i) the Notes have are rated Investment Grade Ratings from both by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been replaced in accordance with the definition of “Rating Agencies, ,” by each of the then applicable Rating Agencies) and (ii) no Default has shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Operating Partnership, the REIT, and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section Sections 4.07; (2) Section , 4.08; , 4.09, 4.10, 4.11, 4.13, 4.16 and clause (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 5.01(a) (collectively, the “Suspended Covenants”). Upon ): (b) During such time as the occurrence covenants referenced in Section 4.17(a) above are suspended, (i) the Note Guarantees of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date Guarantors shall also be set at zero at such date suspended (the “Suspension Suspended Guarantees”) if following such suspension the Notes continue to be rated Investment Grade by the Rating Agencies and (ii) the Operating Partnership shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless the Operating Partnership would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if the Suspended Covenants had been in effect for such period. (c) If at any time the Notes’ credit rating is downgraded from an Investment Grade rating by either of the Rating Agencies, then the Suspended Covenants shall thereafter be reinstated as if such covenants and Guarantees had never been suspended (the “Reinstatement Date”). In addition) and shall be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture) and, in the event that any Restricted Subsidiaries would be required to Guarantee the Notes at the time of such reinstatement, the Note Guarantee of such Subsidiary Guarantors shall be automatically reinstated (or, if any such Restricted Subsidiary was not a Guarantor of the Notes at the time of the suspension, such entity shall enter into a supplemental indenture pursuant to which it shall become a Guarantor of the Notes under this Indenture) on such Reinstatement Date and, in the event that the Company and REIT would be required to Guarantee the Restricted Subsidiaries are not subject to Notes at the Suspended Covenants for any period time of time as a result such reinstatement, the Note Guarantee of the foregoingREIT shall automatically become effective on the Reinstatement Date, and, on any subsequent date (unless and until the “Reversion Date”), one or Notes subsequently attain an Investment Grade rating from both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a and no Default or Event of Default occurs and is continuing, then in existence (in which event the Company Suspended Covenants and the Restricted Subsidiaries Note Guarantees shall thereafter again no longer be in effect for such time that the Notes maintain an Investment Grade rating, subject to subsequent reinstatement thereof (and, in the event that the REIT would be required to Guarantee the Notes at the time of such reinstatement, subject to the automatic effectiveness of the Note Guarantee of the REIT) under the circumstances described above in this Section 4.17(c)); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants with respect or the Suspended Guarantees based on any actions taken or events occurring during the Suspension Period referred to future eventsbelow, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants or the Suspended Guarantees remained in effect during such period. The period of time between (i) the Suspension Date date of suspension of the Suspended Covenants and (ii) the Reversion Date Reinstatement Date, if any, is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).” (bd) On the Reversion Reinstatement Date, all Indebtedness incurred during the Suspension Period will shall be classified to have as having been incurred or issued pursuant to Incurred in compliance with clauses (1), (2) and (3) of Section 4.09 hereof, or, 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 Indebtedness would not be so permitted to be incurred or issued Incurred in compliance with clauses (1), (2) and (3) of Section 4.09 hereof, such Indebtedness shall be classified as having been Incurred pursuant to Section 4.09, such Indebtedness will 4.09(4)(D) hereof. Calculations made after the Reinstatement Date of the amount available to be deemed made as Restricted Payments pursuant to have Section 4.07 hereof shall be made as though Section 4.07 had been outstanding on in effect since the Issue DateDate and throughout the Suspension Period. Accordingly, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) hereof to the extent set forth in Section 4.07 hereof. For purposes of determining compliance with Section 4.10 hereof, the amount of Excess Proceeds shall 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 be zero as of the assets of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 AgenciesReinstatement Date. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have an Investment Grade Ratings from both Rating Agencies, (including in connection with a Change of Control) and (ii) no Default (other than any Default that would not constitute a Default following a Covenant Suspension Event (as defined below)) 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, the Company Guarantees and its the Collateral will be automatically and unconditionally released and discharged and the Issuer and the Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) , upon the making of the first paragraph of election in Section 5.01 4.12(b), 4.12(a) (in which case Section 4.12(b) will apply), Section 4.15, Section 5.01(a)(i)(D) and 5.01(d) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”). Upon the occurrence of . (b) During a Covenant Suspension EventPeriod (as defined herein), the amount Issuer may not designate any of Net Cash Proceeds its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at Section 4.07 as if such date Section were in effect during such period. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, 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 below no longer have an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days The Guarantees of the Guarantors will be suspended during the Suspension Period and the Collateral pledged by the Issuer and the Guarantors will be released. 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 reinstatement, no action taken or omitted to be taken by the 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, (i) 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; (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 Section 4.09(b)(iii); (iii) 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)(vi); (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that would have been is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(i); and (v) 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; (vi) all Liens permitted to be created, incurred or assumed during the Suspension Period but for will be deemed to have been outstanding on the Suspended Covenants by Section 4.17 Issue Date, so that they are classified as permitted under clause (7) of the definition of “Permitted Liens”; and (vii) all Investments made during the Suspension Period will be deemed to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. 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 reinstatedreinstated after the Reversion Date (i) no Default, no Default or Event of Default or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes, the Guarantees, the Notes Security Documents or the Intercreditor Agreements with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time time, based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of 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 and the Collateral will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees and pledge Collateral 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 was incurred for purposes of Section 4.15). (g) The Trustee shall assume have no duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred or (iii) notify Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following 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 the 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 the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Relevant Date, so that it is classified as permitted under clause (iiib) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, 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 business days after a Covenant Suspension Event) 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 Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following 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 the Indenture (the occurrence of the events described in the foregoing clauses 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 the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiib) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, 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 business days after a Covenant Suspension Event) 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 Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date, (i) the Notes have an Investment Grade Ratings Rating from both either of the Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” 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, clause (iii) of Section 5.01(a), the Company Section 5.01(e) and its Restricted Subsidiaries Section 5.01(f) hereof shall not no longer be subject applicable 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon ) until the occurrence of a Covenant Suspension Eventthe Reversion Date. (b) During any period that the foregoing covenants have been suspended, the amount Issuer may not designate any of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date its Subsidiaries as Unrestricted Subsidiaries. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), one or ) both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade RatingRating (in each case, or a Default or Event of Default occurs and is continuingto the extent given an Investment Grade Rating by such Rating Agency), then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days The Guarantees of the Reversion DateSubsidiary Guarantors shall be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Collateral Excess Proceeds and Excess Proceeds from any Asset Sales shall be reset to zero. (d) During the Suspension Period, the Issuer and its Restricted Subsidiary that would have been required Subsidiaries will be entitled to incur Liens to the extent 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 the event of any such reinstatement of the Suspended Covenants Covenants, no action taken or omitted to be taken by Section 4.17 the Issuer or any of its Restricted Subsidiaries prior to execute such reinstatement will give rise to a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that Default or Event of Default under this Indenture with respect to the Suspended Covenants may be reinstatedNotes, 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 the Co-Issuer or 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 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 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 Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (ii2) 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 the absence of such notice, 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 occurrence of 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) Neither the Trustee nor the Agents shall assume have any duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (iii) notify the Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following From and after the Issue Date date that (ii)(x) the Notes have Investment Grade Ratings from both Rating AgenciesCondition is satisfied or (y) the Total Indebtedness to EBITDA Ratio calculated as of the last day of any fiscal quarter is less than 3.25 to 1.00 (clause (x) and clause (y), each, a “Suspension Trigger”) 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”)Agreement, the Company Borrower and its Restricted Subsidiaries the other Loan Parties 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) covenants set forth in Sections 7.01, 7.02, 7.04 and 7.07, and clause (iid)(ii) of the first paragraph of Section 5.01 7.06 (collectivelysuch covenants, the “Suspended Covenants”). Upon ) and, in each case, any related default provision will cease to be effective and will not be applicable to the occurrence of a Covenant Suspension EventBorrower and the other Loan Parties (such period during which covenants are suspended, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension DatePeriod”). In addition, in The Borrower shall deliver to the event Administrative Agent an officer’s certificate certifying that the Company a Suspension Trigger has occurred. The Suspension Period shall end and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of shall be reinstated from and after the foregoing, and, on any subsequent date (the “Reversion Date”), one or both ) when (i) the Suspension Trigger which triggered the Suspension Period ceases to be satisfied (it being understood that in the case of clause (y) thereof it shall only be tested as of the Rating Agencies withdraws its Investment Grade Rating last day of a fiscal quarter) and (ii) no other Suspension Trigger is satisfied; provided further that no action taken during a Suspension Period in compliance with the covenants then applicable will require reversal or downgrades the rating assigned to the Notes below an Investment Grade Rating, or constitute a Default or Event of Default occurs and is continuing, then in the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding event that the Suspended Covenants are subsequently reinstated or suspended, as the case may be reinstated, no Default or Event be. In the event of Default will be deemed to have occurred as a result any reinstatement of a failure to comply with the Suspended Covenants during on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during amount available to be made as Restricted Payments will be calculated as though Section 7.02 had been in effect prior to, but not during, the Suspension Period). ; (bii) On the Reversion Date, all Indebtedness incurred incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 7.01(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to the extent such Indebtedness would an agreement entered into during any Suspension Period shall be deemed to 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.097.04(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 7.07(a)(i) through (iii) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 7.07(b)(1). During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 7.01 or any provision thereof shall be construed as if such Indebtedness covenant were in effect during the Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind will be deemed to exist or have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely occurred as a result of such transaction) 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 failure by the issued and outstanding Capital Stock of the Company Borrower or Holdings and (ii) such Person or Group acquiring control pursuant any other Loan Party 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 the absence of such notice, the Trustee shall assume comply with the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt during any Suspension Period (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 or upon termination of the occurrence Suspension Period or after that time arising out of a Reversion Dateactions taken or events that occurred during the Suspension Period). No subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with the Trustee shall assume definition of “Permitted Investments” of this Agreement as if such provisions would have been in effect for the Suspended Covenants apply and are in full force and effectpurposes of designating Unrestricted Subsidiaries from the Second Amendment Closing Date to the date of such designation.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, 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 Company Issuer and its the Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 covenants (collectively, the “Suspended Covenants”): Section 4.10, Section 4.11, Section 4.13(I). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date Section 4.14, Section 4.15, Section 4.16, Section 4.23 and Section 5.01(a)(3). (the “Suspension Date”). b) In addition, in the event that the Company Issuer and 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. . (c) The period of time between the Covenant Suspension Date Event and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days Upon the occurrence of a Covenant Suspension Event, the Reversion Dateamount of Excess Proceeds and the amount of Excess Cash Flow shall each be reset at zero. In the event of any such reinstatement, any no action taken or omitted to be taken by the Issuer and the Restricted Subsidiary Subsidiaries prior to such reinstatement that would have been required during the Suspension Period but for the otherwise be a breach of any Suspended Covenants by Section 4.17 Covenant will give rise to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to have occurred calculated as a result of a failure to comply with though Section 4.11 had been in effect since the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during Issue Date and throughout the Suspension Period). , and (bii) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 4.10(b)(2). No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. During the Suspension Period, any future obligations to the extent such Indebtedness would be permitted to be incurred or issued thereunder as grant further Guarantees of the Reversion Date and after giving effect Notes shall be suspended but such further obligation to Indebtedness incurred or issued prior to grant Guarantees of the Suspension Period and outstanding on Notes shall be reinstated upon the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Issuer will promptly deliver to the Trustee prompt (and in an Officer’s Certificate identifying any event not later than five Business Days after a Covenant Suspension EventEvent including the date thereof and any Reversion Date. The Trustee shall not (i) written notice have any duty to notify the Holders of any Covenant Suspension Event. In the absence Event or Reversion Date, or (ii) be deemed to have any knowledge of such notice, 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 Event or any occurrence of a Reversion Date. After any such notice of Date unless it shall have received the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are Officer’s Certificate described in full force and effectthis Section 4.19(d).

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Completion Date: (i1) the Notes have achieved Investment Grade Ratings from both Rating Agencies, and Status; and (ii2) no Default has or Event of Default shall have occurred and is be continuing under this Indenture on such date, then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the covenants specifically listed under the following captions in this Offering Memorandum will no longer be applicable to the Notes and any related default provisions of the Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this IndentureSubsidiaries: (1) Section 4.07—Restricted Payments; (2) Section 4.08—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries; (3) Section 4.09—Incurrence of Indebtedness and Issuance of Preferred Stock; (4) Section 4.10—Asset Sales; (5) Section 4.11—Transactions with Affiliates; (6) Section 4.13;4.17—Designation of Restricted and Unrestricted Subsidiaries; and (7) Section 4.16; (8) 5.01(4) and Section 4.17; (9) Section 4.18; and (10) clause (ii) 5.03(4)—Merger, Consolidation or Sale of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period)Assets. (b) On Such covenants will not, however, be of any effect with regard to the Reversion Dateactions of the Parent Guarantor and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period and (2) all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2) of Section 4.09 to 4.09. Upon the extent such Indebtedness would occurrence of a Suspension Period, the amount of Excess Proceeds shall be permitted to be incurred reset at zero. The Indenture will also permit, without causing a Default or issued thereunder as Event of Default, the Company or any of the Reversion Date and Restricted Subsidiaries to honor any contractual commitments or take actions in the future pursuant to such contractual commitments after giving effect to Indebtedness incurred or issued prior to the any date on which a Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07ends. (c) If (i) a Change of Control occurs The Company shall notify the Trustee that results the two conditions set forth in either (a) the salethis provision have been satisfied, 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 Change of Control) other than an Affiliate (other than a Person provided that becomes an Affiliate solely as a result of such transaction) 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 notification shall not be subject a condition for the suspension of the covenants set forth above 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) be effective. The Company Trustee 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 the absence be obliged to notify Holders of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectevent.

Suspension of Covenants. (a) During any period of time following 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 4.134.16; (7) Section 4.164.17; (8) Section 4.17; (9) Section 4.18; and (109) clause (a) (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Asset Sale Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, Rating 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall will execute such supplemental indenture required by such covenantSection. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii4) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.07(a). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) 4.07 hereof, Section 4.08; (3) 4.08 hereof, Section 4.09; 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.13 hereof and clause (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon . (b) During any period that the occurrence of a Covenant Suspension Eventforegoing covenants have been suspended, the amount Company may not designate any of Net Cash Proceeds with respect its Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the second sentence of the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company and the 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall 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 description as the “Suspension Period.” Within 30 days The Guarantees of the Reversion Date, any Restricted Subsidiary that would have been required Guarantors shall be suspended during the Suspension Period but 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 Company and the Restricted Subsidiaries shall not be subject to Section 4.14 hereof; provided that for purposes of determining the Suspended Covenants by applicability of Section 4.17 4.14 hereof, the Reversion Date shall be defined as the date that (i) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to execute the Notes below an Investment Grade Rating and/or (ii) the Company or any of its Affiliates enter into an agreement to effect a supplemental indenture transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating. On and after the Reversion Date as defined with respect to Section 4.14 hereof, the Company and the Restricted Subsidiaries shall execute 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). (d) Notwithstanding the foregoing, in the event of any such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedreinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default will under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after such reinstatement, the amount of Restricted Payments made shall be deemed to have occurred calculated as a result of a failure to comply with though Section 4.07 hereof had been in effect prior to, but not during, the Suspended Covenants Suspension Period; and (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will shall be classified to have been incurred or issued pursuant to clause (5) of Section 4.09 to 4.09(b) hereof. In addition, for purposes of clause (III) of Section 4.07(a) hereof, all events set forth in such clause (III) of Section 4.07(a) hereof occurring during a Suspension Period shall be disregarded for purposes of determining the extent such Indebtedness would be amount of Restricted Payments the Company or any Restricted Subsidiary is 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 Indebtedness would not be so permitted to be incurred or issued make pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiiIII) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.07(a) hereof. (ce) 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 The Issuer shall deliver promptly 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 an Officers’ Certificate notifying it of any Covenant Suspension Event. In the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectunder this Section 4.17.

Suspension of Covenants. (a) During If on any period of time date (the “Suspension Date”) following the Issue Date that date of this Indenture: (i1) the Notes have Investment Grade Ratings 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 both Rating Agencies, and any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency); and (ii2) no Default has or Event of Default shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses clause (i1) and this clause (ii2) being collectively referred to as a “Covenant Suspension Event”), the Company then, beginning on that day and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: the following paragraph, the covenants in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(3) will be suspended (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (such suspended covenants, collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the amount of Net Available Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date that has not been applied as provided under Section 4.10 shall be set at zero at zero. During the period of time commencing on and after the Suspension Date and ending prior to the Reversion Date (as defined below) (such date (period, the “Suspension DatePeriod”). In addition, in the event that the Company and the Restricted Company’s Board of Directors may not designate any of its Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to the Suspended Covenants for any period definition of time as a result of “Unrestricted Subsidiary.” (c) Notwithstanding the foregoing, and, if on any subsequent date (the “Reversion Date”)) subsequent to any Suspension Date, one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to on the Notes assigned by either such rating agency should subsequently decline to below an Investment Grade RatingBaa3 or BBB-, or a Default or Event of Default occurs and is continuingrespectively, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period will be reinstituted as of time between the Suspension Date and from the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of Date. On the Reversion Date, any Restricted Subsidiary that would have been required all Indebtedness Incurred during the Suspension Period will be classified as having been incurred in compliance with Section 4.09(a) or, to the extent such Indebtedness would not be so permitted to be Incurred in compliance with Section 4.09(a), such Indebtedness will be deemed outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3)(B). On the Reversion Date, the amount of Net Available Cash that has not been applied pursuant to Section 4.10 shall be set at zero. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this Indenture. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a) to the extent set forth in such covenant; provided, however, that the amount available to be made as a Restricted Payment on any payment date shall not be reduced to below zero solely as a result of such Restricted Payments, but may be reduced to below zero as a result of the Consolidated Net Income being a deficit during the Suspension Period for the Suspended Covenants purpose of Section 4.07(a)(4)(C)(i) and (y) the items specified in Section 4.07(a)(4)(C)(i) through (v) shall increase the amount available to be made as Restricted Payments under Section 4.07(a)(4)(C). In addition, for purposes of the reinstated Section 4.11, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been existing as of the Issue Date. Also, any encumbrance or restriction of the type referred to in Section 4.17 4.08 incurred during the Suspension Period will be deemed to execute a supplemental indenture shall execute such supplemental indenture required by such covenanthave been in effect on the Issue Date. Notwithstanding that the reinstatement of the Suspended Covenants may be reinstatedCovenants, no Default or Event of Default will be deemed to have occurred solely as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time thereafter based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (a “Suspension Period”) that: (i) the Notes have Investment Grade Ratings from both Rating Agencies, 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 Company and its Restricted Subsidiaries shall will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Indenture (collectively, the “Suspended Covenants”). Upon , and during a Suspension Period, but prior to the occurrence Satisfaction of a Covenant Suspension Eventthe 2020 Notes, the amount Company may not designate any of Net Cash Proceeds its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with respect to any applicable Net Proceeds Offer Trigger Date shall be this Indenture assuming the following provisions of this Indenture set at zero at such date forth below had not been suspended: (the “Suspension Date”). i) Section 4.7; (ii) Section 4.8; (iii) Section 4.9; (iv) Section 4.10; (v) Section 4.11; and (vi) clause (iii) of Section 5.1. (b) In addition, in the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoing, Suspension Period and, on any subsequent date subsequently, (the “Reversion Date”), x) either one or both of the Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrades downgrade the rating ratings assigned to the Notes below an Investment Grade Rating, and such event in clause (x) or (y) occurs prior to the Satisfaction of the 2020 Notes (such date of withdrawal or downgrade in clause (x) or (y), a Default or Event of Default occurs and is continuing“Reinstatement Date”), then the Company and the its Restricted Subsidiaries shall thereafter will after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events. The period events for the benefit of time between the Notes (unless and until a Suspension Event again exists) until the Satisfaction of the 2020 Notes. (c) On the Reinstatement Date, all Debt incurred during a Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of Section 4.9 or, at the Company’s option, one of the clauses set forth in the definition of Permitted Debt (to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and subject Section 4.9. To the extent such Debt would not be so permitted to be Incurred pursuant to Section 4.9, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iv) of the definition of Permitted Debt. (d) Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.7 will be made as though such covenant had been in effect from the Issue Date and throughout the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date. Accordingly, any Restricted Subsidiary that would have been required Payments made during the Suspension Period but for will reduce the Suspended Covenants by amount available to be made as Restricted Payments under the first paragraph of Section 4.17 4.7 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. the extent provided therein. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the a Suspension Period (or upon termination of on the Reinstatement Date or after a Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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. (df) The Company shall give will provide prompt written notice to 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 the absence of such notice, the Trustee shall assume the Suspended Covenants apply Event 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 Reinstatement Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its Restricted Subsidiaries (and in the case of Section 5.01(a)(iv), Holdings) shall not be subject to the following provisions of this Indenture: (1) Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) , Section 4.10; (5, Section 5.01(a)(iv) and Section 4.11; (65.01(b)(iv) and Section 4.13; (75.01(c)(iii) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In additionand, in each case, any related Default or event of Default in this Indenture. (b) In the event that the Company Holdings and the Issuer and its Restricted Subsidiaries Subsidiaries, as applicable, are not subject to the Suspended Covenants under this Indenture 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 withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Holdings and the Issuer and its Restricted Subsidiaries Subsidiaries, as applicable, shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. . (c) The period of time between the occurrence of a Covenant Suspension Date Event and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds and Collateral Excess Proceeds from Net Cash Proceeds shall be reset at zero. (d) In the event of any such reinstatement on a Reversion Date, no action taken or omitted to be taken by Holdings, the Issuer or any of its Restricted Subsidiary that would have been required Subsidiaries, as applicable, prior to such Reversion Date (and no action taken or omitted to be taken following a Reversion Date in connection with honoring, complying with or otherwise performing or consummating any contractual commitments or obligations entered into during the a Suspension Period but for the Suspended Covenants by Section 4.17 Period) shall give rise to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be deemed to have occurred calculated as a result of a failure to comply with though Section 4.04 had been in effect prior to, but not during, the Suspended Covenants Suspension Period; provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period unless such designation would have complied with Section 4.04 as if Section 4.04 would have been in effect during such period and (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b2) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will shall be classified to have as having been incurred Incurred or issued pursuant to Section 4.09 to 4.03(b)(iii). In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the extent such Indebtedness would be permitted to be incurred or issued thereunder as Issuer and any Restricted Subsidiary with an Affiliate of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to Issuer during the Suspension Period and outstanding on the prior to such Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will Date shall be deemed to have been outstanding entered into on or prior to the Issue Date, so that it is classified as permitted under clause (iii) and for purposes of the definition of Permitted Indebtedness. Restricted Payments made Section 4.05, all contracts entered into during the Suspension Period will prior to such Reversion Date that contain any of the restrictions contemplated by such Section 4.05 shall be deemed to have been made pursuant to existing on the first paragraph of Section 4.07Issue Date. (ce) 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 Change of Control) other than The Issuer shall provide an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Officer’s Certificate to the reporting requirements of Section 13 or 15(d) of Trustee indicating 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 occurrence of any Covenant Suspension Event. In the absence of such notice, 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 Event or Reversion Date. After The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any such notice determination regarding the impact of actions taken during the occurrence Suspension Period on Holdings’ and the Issuer’s and its Restricted Subsidiaries’, as applicable, future compliance with their covenants or (iii) notify the Holders of a any Covenant Suspension Event or Reversion Date, the . The Trustee shall assume the Suspended Covenants apply and are in full force and effectmay provide a copy of such Officer’s Certificate to any Holder upon request.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”)) then, the Company Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof, Section 4.16 hereof, Section 4.19 hereof and its Restricted Subsidiaries clause (4) of Section 5.01(a) hereof shall not be subject applicable 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon . (b) During any period that the occurrence of a Covenant Suspension Eventforegoing covenants have been suspended, the amount Company may not designate any of Net Cash Proceeds with respect its Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the second sentence of the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company and the 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall 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 description Section 4.18 as the “Suspension Period.” Within 30 days The Guarantees of the Reversion Date, any Restricted Subsidiary that would have been required Guarantors will be suspended during the Suspension Period but for will be reinstated on the Suspended Covenants by Section 4.17 Reversion Date. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to execute a supplemental indenture shall execute zero. (d) Notwithstanding the foregoing, in the event of any such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedreinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be deemed to have occurred calculated as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period). ; and (b2) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.09(b) hereof. (ce) If (i) a Change of Control occurs that results in either (a) The Issuers shall deliver promptly to the sale, lease, exchange or other transfer of all or substantially all Trustee an Officer’s Certificate of the assets Issuers notifying it of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectset forth under this Section 4.18.

Suspension of Covenants. (a) During If on any period of time day following the Issue Date that (i) the Notes have Investment Grade Ratings from both two of the three Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries shall not be then, beginning on that day, subject to the following provisions of this Indenture: (1Section 4.12, the covenants described in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.10 and 5.01(a)(iii) 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) shall be suspended. (b) During any period that any covenants have been suspended pursuant to Section 4.12(a). Upon the occurrence of a Covenant Suspension Event, the amount Board of Net Cash Proceeds Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at Section 4.04 as if such date covenant would have been in effect during such period. (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and, c) If on any date subsequent date (the “Reversion Date”), to a suspension pursuant to Section 4.12(a) one or both more of the Rating Agencies withdraws its Investment Grade Rating or downgrades downgrade the rating ratings assigned to the Notes below an Investment Grade RatingRating resulting in the Notes no longer having an Investment Grade Rating from at least two of the three Rating Agencies, or all the Suspended Covenants shall be reinstated as of and from the date of such rating decline (any such date, a Default or Event of Default occurs and is continuing“Reversion Date”), then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future eventsCompany obtaining the requisite ratings set forth in Section 4.12(a) at a subsequent date. The period of time between the Suspension Date suspension of covenants pursuant to Section 4.12(a) and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion DateUpon such reinstatement, any Restricted Subsidiary that would have been required all Indebtedness Incurred during the Suspension Period shall be deemed to have been Incurred under Section 4.03(b)(iii). With respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments shall be calculated as if Section 4.04 had been in effect prior to, but not during, the Suspension Period. For purposes of Section 4.06, upon the occurrence of a Reversion Date the amount of Net Available Cash not applied in accordance with such Section shall be deemed to be reset to zero. In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Suspended Covenants by Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date shall be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 4.17 4.05, all contracts entered into during the Suspension Period prior to execute a supplemental indenture such Reversion Date that contain any of the encumbrances or restrictions subject to such Section shall execute be deemed to have been existing on the Issue Date. (d) During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 4.03 or any provision thereof shall be construed as if such supplemental indenture required by such covenant. Section were in effect during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will shall be deemed to have occurred as a result of a any actions taken by the Company or any Subsidiary (including for the avoidance of doubt any failure to comply with the Suspended Covenants Covenants) or other events that occurred during the any Suspension Period (or upon termination of the Suspension Period or after that time based solely on arising out of events that occurred or actions taken during the Suspension Period). (b) On and the Reversion DateCompany and any Subsidiary shall be permitted, all Indebtedness incurred without causing a Default or Event of Default or breach of any kind under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during the a 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 following a Reversion Date and after giving effect to Indebtedness incurred or issued prior to consummate the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07transactions contemplated thereby. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following Following the Issue Date first day (the “Suspension Date”) that (i1) the Notes have an Investment Grade Ratings Rating from both two of the Rating Agencies, Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries shall not be subject to Sections 4.08, 4.09, 4.11, 4.12, 4.13 and 4.15(a) (provided that Section 4.15(a) shall apply to any Restricted Subsidiary upon any Reinstatement Date to the following provisions of this Indenture: (1extent specified in such Section 4.15(a)) Section 4.07; (2and 5.01(a)(3)(b) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the its 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 withdraw their Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).downgrade the (b) On the Reversion Date, all Indebtedness incurred Debt Incurred during the Suspension Period will shall be classified to have been incurred or issued Incurred pursuant to Section 4.09 4.08(a) or one of the clauses set forth in Section 4.08(b) (to the extent such Indebtedness Debt would be permitted to be incurred or issued Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued Debt Incurred prior to the Suspension Period Date and outstanding on the Reversion Date). To the extent such Indebtedness Debt would not be so permitted to be incurred or issued Incurred pursuant to Section 4.094.08, such Indebtedness will Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) Section 4.08(b)(1). Calculations made after the Reversion Date of the definition of Permitted Indebtedness. amount available to be made as Restricted Payments under Section 4.09 shall be made during as though such Section 4.09 had been in effect prior to, but not during, the Suspension Period will (and, for avoidance of doubt, all Consolidated Net Income and other amounts attributable to the Suspension Period that would otherwise increase the amount of Restricted Payments available to be made 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 available to be made following the Reversion Date). For purposes of determining compliance with Section 4.11(a), on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with such Section 4.11 shall be deemed to have been made pursuant be reset to the first paragraph of Section 4.07zero. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 deliver an Officer’s Certificate to 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 the absence of such notice, 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 occurrence of a Suspension Date or Reversion Date. The Trustee shall be entitled to rely conclusively on such Officer’s Certificate. The Trustee shall have no obligation to monitor the occurrence, continuance or cessation of a Suspension Date or Reversion Date, the Trustee nor shall assume the Suspended Covenants apply and are in full force and effectit have any obligation to notify Holders of any such occurrence, continuance or cessation.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have an Investment Grade Ratings Rating from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), the Company Guarantees will be automatically and its unconditionally released and discharged (subject to reinstatement pursuant to clause (f) below) and the Issuer and the Restricted Subsidiaries shall will 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 4.15, Section 5.01(a)(1)(d) Section 4.13; (7and 5.01(b) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of hereof and such Sections shall not be applicable to the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon the occurrence of . (b) During a Covenant Suspension EventPeriod (as defined below), the amount Issuer may not designate any of Net Cash Proceeds with respect its Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the second sentence of the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), ) the Notes no longer have an Investment Grade Rating from one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingAgencies, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days The Guarantees of the Guarantors will be suspended during 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 give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though 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 would have been 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 but for will be deemed to have been outstanding on the Suspended Covenants by Section 4.17 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 execute a supplemental indenture shall execute such supplemental indenture required by such covenant. 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 reinstatedreinstated after the Reversion Date, (i) no Default or Default, Event of Default or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time time, based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of 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 was incurred for purposes of Section 4.15). (g) The Trustee shall assume have no duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred, or (iii) notify Holders of any of the foregoing.

Suspension of Covenants. (a) During any period of time following after the Issue Date that (i) the Notes have are rated Investment Grade Ratings from by both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Cedar Fair and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture:Sections (the “Suspended Covenants”): (1) Section 3.08; (2) Section 4.07; (23) Section 4.08; (34) Section 4.09; (45) Section 4.10; (56) Section 4.11; (6) Section 4.13;; and (7) Section 4.16;5.01(a)(iv). (8) Section 4.17;b) At such time as Sections 3.08, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(iv) are suspended (a “Suspension Period”), Cedar Fair will no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. (9c) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Cedar Fair and the its 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 withdraw their Investment Grade Rating rating, or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingGrade, then the Company Cedar Fair and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between events unless and until the Suspension Date Notes subsequently attain an Investment Grade rating by both Rating Agencies and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with is in existence (in which event the Suspended Covenants during shall no longer be in effect for such time that the Suspension Period (Notes maintain such Investment Grade rating and no Default or upon termination Event of the Suspension Period or after that time based solely on events that occurred during the Suspension PeriodDefault is in existence). (bd) On the each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified prior 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on be Existing Indebtedness. For purposes of calculating the Issue Date, so that it is classified amount available to be made as permitted Restricted Payments under clause (iii3) of Section 4.07(a) hereof, calculations under such Section shall be made as though such Section had been in effect during the definition entire period of Permitted Indebtednesstime after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period will be deemed to have been made not otherwise permitted pursuant to any of clauses (2) through (9) under Section 4.07(b) hereof will reduce the first paragraph amount available to be made as Restricted Payments under clause (3) of such Section 4.07. (c4.07(a) If (i) a Change of Control occurs hereof, provided that results in either (a) the sale, lease, exchange or other transfer of all or substantially all of amount available to be made as Restricted Payments on the assets of the Company Reversion Date shall not be reduced to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate below zero solely as a result of such transaction) 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 Restricted Payments. For purposes of Section 13 or 15(d) of 3.08 hereof, on 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 the absence of such notice, 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 occurrence of a Reversion Date, the unutilized amount of Net Proceeds will be reset to zero. Notwithstanding the foregoing, neither (a) 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 (b) the performance of any such obligations, shall constitute a breach of any covenant set forth herein or cause a Default or Event of Default thereunder. (e) The Issuers shall deliver an Officer’s Certificate to the Trustee shall assume upon the occurrence of any Suspension Period or any Reversion Date. The Trustee will have no liability or responsibility with respect to the determination of whether any event or circumstances have or will result in the suspension or reinstatement of the Suspended Covenants apply and are in full force and effectCovenants.

Suspension of Covenants. (a) During any period of time following 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 the 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 the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, Rating 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiib) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, 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 business days after a Covenant Suspension Event) 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 Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following Following the Issue Date that first day (the “Suspension Date”) that: (i) the Notes have ratings of Investment Grade Ratings from both Rating Agencies, 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”)Indenture, the Company Issuer and its the Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture: (1) Section 4.074.14 hereof; (2) Section 4.084.10 hereof; (3) Section 4.094.07 hereof; (4) Section 4.104.09 hereof; (5) Section 4.114.08 hereof; (6) clause (a)(4) of Section 4.135.01 hereof; (7) Section 4.164.11 hereof; (8) Section 4.174.15 hereof; (9) Section 4.184.17 hereof; and (10) clause (ii) of the first paragraph of Section 5.01 4.18 hereof. (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date . (the “Suspension Date”). b) In addition, in the event that the Company Issuer and 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 rating of Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingGrade, then the Company Issuer and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days All security interests securing the Notes will be released on the Suspension Date and the Guarantees of the Reversion Date, any Restricted Subsidiary that would have been required Guarantors will be suspended during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenantPeriod. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure actions taken or omitted to comply with be taken under the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (bc) On the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified to have been incurred or issued Incurred pursuant to clause (a) of Section 4.09 hereof or any one of the clauses set forth in clause (b) of Section 4.09 hereof (to the extent such Indebtedness would be permitted to be incurred or issued Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued 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 or issued Incurred pursuant to clause (a) of Section 4.094.09 hereof or one of the clauses set forth in clause (b) of Section 4.09 hereof, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiib)(4) of Section 4.09 hereof. Calculations made after the definition Reversion Date of Permitted Indebtednessthe amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Issue Date and throughout the Suspension Period. Restricted Payments made during the Suspension Period will reduce the amount available to 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 as Restricted Payments under clause (a) of Section 4.07 hereof and the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company to any Person or Group items specified in clauses (as defined in the definition of Change of Controla)(3)(A) other than an Affiliate through (other than a Person that becomes an Affiliate solely as a result of such transactiona)(3)(E) of Section 4.07 hereof will increase the Company or amount available to be made under clause (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transactiona) of Section 4.07 hereof. For purposes of determining compliance with Section 4.10 hereof, on 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are Net Proceeds from all Asset Sales not applied in full force and effectaccordance with Section 4.10 hereof will be deemed to be reset to zero.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date: (i) the Notes have receive an Investment Grade Ratings Rating from both 50% or more of the Designated Rating Agencies, and Organizations that have provided ratings of the Notes (“Investment Grade Status”); and (ii) no Default has or Event of Default shall have occurred and is be continuing under this Indenture on such date, then beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: Sections listed below (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries: (A) Section 6.8; (B) Section 6.9; (C) Section 6.10; (D) Section 6.12; (E) Section 6.13; (F) Section 6.16; and (G) Section 10.1(a)(C). (b) If at any time the Notes cease to have Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture with respect to future events for the benefit of the Notes (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes again achieve Investment Grade Status and no Default or Event of Default shall have occurred and be continuing on such date (in which event the Suspended Covenants shall no longer be in effect unless and until the Notes cease to have such Investment Grade Status). Such Suspended Covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period. (c) With respect to the Restricted Payments made after any Reversion Date, the amount of Restricted Payments will be calculated as though Section 6.8 had been in effect prior to, but not during, the Suspension Period. All Indebtedness Incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to 6.9(b)(iii). Any encumbrance or restriction of the type specified in Sections 6.12(a)(i), 6.12(a)(ii) and 6.12(a)(iii) entered into (or which the Issuer or any Restricted Subsidiary become legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.12(b)(i). Any contract, agreement, loan, advance or Guarantee with or for the benefit of any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 6.13(b)(vi). Upon the occurrence of a Covenant Suspension EventPeriod, the amount of Net Cash Excess Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set reset at zero at such date (zero. During a Suspension Period, the “Suspension Date”). In addition, in the event that the Company and the Issuer may not designate any of 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 be Unrestricted Subsidiaries. (the “Reversion Date”), one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. d) Notwithstanding that the Suspended Covenants may be reinstated, and notwithstanding anything else contained herein: (i) 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 upon termination of on the Reversion Date) or after the Suspension Period or after that time based solely on events that occurred during the Suspension Period).; and (bii) On neither (a) the continued existence, after the Reversion Date, all Indebtedness incurred of facts or circumstances or obligations that were Incurred or otherwise came into existence during the a Suspension Period will be classified nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (1) the Issuer and its Restricted Subsidiaries did not Incur or otherwise cause such facts or circumstances or obligations to exist in anticipation of the Notes ceasing to have been incurred Investment Grade Status and (2) the Issuer reasonably expected that such Incurrence 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 Indebtedness actions would not be so permitted to be incurred or issued pursuant to Section 4.09, result in such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.07ceasing. (ce) If (iThe Issuer shall notify the Trustee that the conditions set forth in Section 6.18(a) a Change of Control occurs have been satisfied; provided 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 notification shall not be subject a condition for the suspension of the covenants set forth above to Section 4.03(a) from that time if and for so long as such Person or Group maintains be effective. The Trustee shall be under no obligation to monitor the ratings of the Notes, determine whether the Notes achieve Investment Grade Ratings from both Rating AgenciesStatus or notify the Holders that the conditions set forth in Section 6.18(a) have been satisfied. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a1) During If, on any period of time date following the Issue Date that Date, (i) the Notes have are rated Investment Grade Ratings from both by at least two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch has 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 (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)such date, 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that 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) hereof (such period during which the Company Issuer and the 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, and on any subsequent date (the such date, a “Reversion Date”)) the Notes are no longer rated Investment Grade by at least two of S&P, one Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or both Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingAgencies), then the Company Issuer and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants such covenants under this Indenture with respect to future events. . (3) The period Issuer shall promptly upon its occurrence deliver to the Trustee, an Officer’s Certificate notifying the Trustee of time between the occurrence of any Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the or Reversion Date, and the date thereof. The Trustee shall not have any Restricted Subsidiary that would have been required during obligation to monitor the occurrence or dates of any Suspension Period but for the Suspended Covenants by Section 4.17 Date or Reversion Date or to execute a supplemental indenture shall execute independently determine or verify if such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to events have occurred as a result of a failure and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to comply with notify the Suspended Covenants during the Suspension Period (or upon termination Holders of the occurrence or dates of any Suspension Period Date or after that time based solely on events that occurred during the Suspension Period)Reversion Date. (b4) On the each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified to have as having been incurred or issued Incurred pursuant to Section 4.09 4.08 hereof (to the extent such Indebtedness would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued 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 or issued Incurred pursuant to Section 4.094.08 hereof, such Indebtedness will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiiSection 4.08(d)(4) hereof. Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.06 hereof shall be made as though such covenant had been in effect since the Issue Date 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 reduce the amount available to be made as Restricted Payments under Section 4.06 hereof. No Default or Event of Default shall be deemed to have been made pursuant to occurred on 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely Reversion Date as a result of such transaction) of any actions taken by the Company Issuer or (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result its Restricted Subsidiaries during the Suspension Period. Within 30 days 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee Issuer shall assume comply with the Suspended Covenants apply and are in full force and effectterms 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 zero.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that 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 Company and its Restricted Subsidiaries shall not following covenants will be subject to suspended (collectively, the following provisions of this Indenture:“Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.13; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (ii4) of the first paragraph of Section 5.01 5.01(a). (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). b) In addition, in the event that Parent, the Company and Company, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants under this Indenture 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 withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingthen Parent, then the Company and Company, the Restricted Subsidiaries shall and the Other Guarantors will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents from any such Reversion Date until the maturity of the Notes unless there is a subsequent Suspension Period. The period of time between the any Covenant Suspension Date Event and the any Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).” (bc) On the any Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have as having been incurred or issued pursuant to Section 4.09 4.08(a) or one of the clauses set forth under Section 4.08(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 ); provided that to the extent such Indebtedness Indebtedness, Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to Section 4.094.08(a) such Indebtedness, such Indebtedness Disqualified Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of Section 4.08(b). Calculations made after the definition Reversion Date of Permitted Indebtednessthe amount available to be made as Restricted Payments under Section 4.07 will be made as though the covenant described in Section 4.07 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be deemed to have been made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.07(a). (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 the absence of such notice, 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 occurrence of a Reversion Date, 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 have occurred on the Reversion Date as a result of any actions taken by Parent, the Company, the Restricted Subsidiaries and the Other Guarantors during the Suspension Period. Within 30 days of such Reversion Date, the Company must comply with the terms of Section 4.13. (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 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, Parent, Issuer, Restricted Subsidiaries and Other Guarantors shall be permitted to honor any contractual commitments entered into during a Suspension Period 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. (g) For purposes of Section 4.18, on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

Suspension of Covenants. (a) During any period of time following 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 4.16; 4.17; (8) Section 4.17; 4.18; (9) Section 4.184.20; and and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).. 64 (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”)) then, the Company Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof, Section 4.16 hereof and its Restricted Subsidiaries clause (4) of Section 5.01(a) hereof shall not be subject applicable 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant . (b) During any Suspension EventPeriod, the amount Issuer may not designate any of Net Cash Proceeds with respect its Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the second sentence of the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Section 4.17 as the “Suspension Period.” Within 30 days The Guarantees of the Reversion Date, any Restricted Subsidiary that would have been required Guarantors will be suspended during the Suspension Period but for will be reinstated on the Suspended Covenants by Section 4.17 Reversion Date. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to execute a supplemental indenture shall execute zero. (d) Notwithstanding the foregoing, in the event of any such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedreinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries during a Suspension Period will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be deemed to have occurred calculated as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period). ; and (bii) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of Section 4.09 4.09(b) hereof; provided, that all Indebtedness outstanding on the Reversion Date under the Senior Credit Facilities shall be deemed incurred or issued pursuant to clause (1) of Section 4.09(b) hereof (up to the extent maximum amount of such Indebtedness that 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 ); (iii) any Affiliate Transaction entered into after the extent such Indebtedness would not be so permitted to be incurred or issued Reversion Date pursuant to Section 4.09, such Indebtedness will an agreement entered into during any Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as be permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (i5) above is subject to the reporting requirements of Section 13 4.11(b) hereof; (iv) any encumbrance or 15(drestriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b) hereof; and (v) no Subsidiary of the Exchange ActIssuer 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. On and after each Reversion Date, then the Company shall not Issuer and its Subsidiaries will be subject permitted to Section 4.03(a) from that time if and for consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such Person or Group maintains Investment Grade Ratings from both Rating Agenciescontract and such consummation would have been permitted during such Suspension Period. (de) The Company Issuer shall give deliver promptly to the Trustee prompt (and in an Officer’s Certificate of the Issuer notifying it of any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectset forth under this Section 4.17.

Suspension of Covenants. (a) During any period of time following the Issue Date that For so long as (i) the Notes have are rated Investment Grade Ratings from both by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies, ,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and conditioned upon the Company promptly providing the Trustee an Officers’ Certificate and an Opinion of Counsel as to the existence of a Covenant Suspension Event which identifies the date of such Covenant Suspension Event, the Company and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture: (1) Section 4.07; (2x) Section 4.08; , Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13 and clause (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 and (collectively, y) in clause (3) of Section 4.06 the reference to “2.0” shall be to “1.5” (the “Suspended Covenants”). Upon . (b) Additionally, during such time as the occurrence of a Covenant Suspension Eventabove referenced covenants are suspended, the amount of Net Cash Proceeds with respect Company will not be permitted to designate any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that Restricted Subsidiary as an Unrestricted Subsidiary unless the Company and would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if the Restricted Subsidiaries are not subject to covenants had been in effect for such period. (c) If at any time 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 Notes’ credit rating assigned to the Notes below is downgraded from an Investment Grade Rating, rating or if a Default or Event of Default occurs and is continuing, then the Company Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and will be applicable pursuant to the Restricted Subsidiaries terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall thereafter again no longer be subject in effect for such time that the Notes maintain an Investment Grade rating and no Default or Event of Default is in existence); provided that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Notes or the Guarantees with respect to the Suspended Covenants with respect based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date date of suspension of the covenants and the Reversion Date Reinstatement Date, if any, is referred to in this description as the “Suspension Period.” Within 30 days ” (d) The Company shall promptly provide the Trustee an Officers’ Certificate and an Opinion of Counsel as to the existence of a Reinstatement Date which identifies the date of such Reinstatement Date; provided that in no case shall such Reinstatement Date be conditioned upon the receipt of such Officers’ Certificate or Opinion of Counsel. (e) Calculations made after the Reinstatement Date of the Reversion Date, any amount available to be made as Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Payments under Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default 4.09 will be deemed to have occurred made as a result of a failure to comply with though the Suspended Covenants during covenants described under Section 4.09 had been in effect since the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during Issue Date and throughout the Suspension Period). (b) On the Reversion Date. Accordingly, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will reduce the amount available to be deemed to have been made pursuant as Restricted Payments under clause (C) of Section 4.09(a), to the first paragraph of Section 4.07extent set forth in such covenant. (cf) 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 The Trustee shall not be subject have any duty to Section 4.03(a) from that time if and for so long as such Person monitor whether 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 Event or Reinstatement Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the noteholders of any Covenant Suspension Event. In the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectforegoing.

Suspension of Covenants. (a) During any period of time following From and after the Issue Date date that (ii)(x) the Notes have Investment Grade Ratings from both Rating AgenciesCondition is satisfied or (y) the Total Indebtedness to EBITDA Ratio calculated as of the last day of any fiscal quarter is less than 3.50 to 1.00 (clause (x) and clause (y), each, a “Suspension Trigger”) 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”)Agreement, the Company Borrower and its Restricted Subsidiaries the other Loan Parties 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) covenants set forth in Sections 7.01, 7.02, 7.04 and 7.07, and clause (iid) of the first paragraph of Section 5.01 7.06 (collectivelysuch covenants, the “Suspended Covenants”). Upon ) and, in each case, any related default provision will cease to be effective and will not be applicable to the occurrence of a Covenant Suspension EventBorrower and the other Loan Parties (such period during which covenants are suspended, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension DatePeriod”). In addition, in The Borrower shall deliver to the event Administrative Agent an officer’s certificate certifying that the Company a Suspension Trigger has occurred. The Suspension Period shall end and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of shall be reinstated from and after the foregoing, and, on any subsequent date (the “Reversion Date”), one or both ) when (i) the Suspension Trigger which triggered the Suspension Period ceases to be satisfied (it being understood that in the case of clause (y) thereof it shall only be tested as of the Rating Agencies withdraws its Investment Grade Rating last day of a fiscal quarter) and (ii) no other Suspension Trigger is satisfied; provided further that no action taken during a Suspension Period in compliance with the covenants then applicable will require reversal or downgrades the rating assigned to the Notes below an Investment Grade Rating, or constitute a Default or Event of Default occurs and is continuing, then in the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding event that the Suspended Covenants are subsequently reinstated or suspended, as the case may be reinstated, no Default or Event be. In the event of Default will be deemed to have occurred as a result any reinstatement of a failure to comply with the Suspended Covenants during on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during amount available to be made as Restricted Payments will be calculated as though Section 7.02 had been in effect prior to, but not during, the Suspension Period). ; (bii) On the Reversion Date, all Indebtedness incurred incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 7.01(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to the extent such Indebtedness would an agreement entered into during any Suspension Period shall be deemed to 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.097.04(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 7.07(a)(i) through (iii) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 7.07(b)(1). During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 7.01 or any provision thereof shall be construed as if such Indebtedness covenant were in effect during the Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind will be deemed to exist or have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely occurred as a result of such transaction) 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 failure by the issued and outstanding Capital Stock of the Company Borrower or Holdings and (ii) such Person or Group acquiring control pursuant any other Loan Party 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 the absence of such notice, the Trustee shall assume comply with the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt during any Suspension Period (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 or upon termination of the occurrence Suspension Period or after that time arising out of a Reversion Dateactions taken or events that occurred during the Suspension Period). No subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with the Trustee shall assume definition of “Permitted Investments” of this Agreement as if such provisions would have been in effect for the Suspended Covenants apply and are in full force and effectpurposes of designating Unrestricted Subsidiaries from the Second Amendment Closing Date to the date of such designation.

Suspension of Covenants. (a) During any period of time following 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” ”. Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 becomes 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) in which the Notes have are rated Investment Grade Ratings from by both Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant "Suspension Event”Period"), the Company Sections 4.9, 4.10, 4.11, 4.12, 4.13 and its Restricted Subsidiaries shall 4.14 will 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 apply (collectively, the “"Suspended Covenants”"). Upon the occurrence suspension of a Covenant Suspension Eventthe Suspended Covenants, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date for purposes of Section 4.13 shall be set at zero at such date zero. (the “Suspension Date”). b) In addition, in the event that the Company and the 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 Section 4.19(a) and either Rating Agencies Agency subsequently withdraws its Investment Grade Rating rating or downgrades the its rating assigned to of the Notes below an Investment Grade RatingXxxxxxxxxx Xxxxx, or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (such date, the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the "Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant"). Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified prior 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will shall be deemed to have been outstanding on the Issue Date, so that it is Date and classified as permitted under clause Section 4.9(b)(4). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.11(a)(3), calculations under such Section 4.11(a)(3) will be made with reference to the Issue Date as set forth in that Section. Accordingly, (iiix) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made not otherwise permitted pursuant to Section 4.11(b) will reduce the first paragraph of amount available to be made as Restricted Payments under Section 4.07. 4.11(a) and (c) If (i) a Change of Control occurs that results in either (ay) the sale, lease, exchange or other transfer items specified in Sections 4.11(a)(3)(A) and (a)(3)(B) will increase the amount available to be made as Restricted Payments under Section 4.11(a)(3). The results of all or substantially all of the assets of actions taken by the Company and the Restricted Subsidiaries during the period in which the Notes are rated Investment Grade, and did not otherwise violate this Indenture at the time such actions were taken, shall be permitted to remain in place after any Person or Group (as defined in date on which the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Notes are no longer rated Investment Grade Ratings from both Rating Agencieswithout causing a Default or Event of Default. (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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date (the “Suspension Date”) following the Issue Date that Date: (i1) the Notes have Investment Grade Ratings of either series 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 of either series for reasons outside of the control of the Company, the equivalent investment grade credit rating from both Rating Agencies, and 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 (ii2) no Default has or Event of Default shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses clause (i1) and this clause (ii2) being collectively referred to as a “Covenant Suspension Event”), the Company then, beginning on that day and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: the following paragraph, the covenants in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(3) will be suspended with respect to such series (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (such suspended covenants, collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension EventEvent with respect to such series, the amount of Net Available Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date that has not been applied as provided under Section 4.10 shall be set at zero and shall remain at zero during the Suspension Period (as defined below). During the period of time commencing on and after the Suspension Date and ending prior to the Reversion Date (as defined below) (such date (period, the “Suspension DatePeriod”). In addition, in neither the event that Company’s Board of Directors nor any Officer may designate any of the Company and the Restricted Company’s Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to the Suspended Covenants for any period definition of time as a result of “Unrestricted Subsidiary.” (c) Notwithstanding the foregoing, and, if on any subsequent date (the “Reversion Date”)) subsequent to any Suspension Date, one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to on the Notes of such series assigned by either such rating agency should subsequently decline to below an Investment Grade RatingBaa3 for Xxxxx’x or BBB for S&P, 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 with respect to future events. The period will be reinstituted as of time between the Suspension Date and from the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of Date. On the Reversion Date, any Restricted Subsidiary that would have been required all Indebtedness Incurred during the Suspension Period but will be classified with respect to such series as having been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3)(B). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this Indenture. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, for purposes of the reinstated Section 4.11 with respect to such series, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been existing as of the Issue Date. Also, any encumbrance or restriction of the type referred to in Section 4.08 with respect to such series incurred during the Suspension Period will be deemed to have been in effect on the Issue Date. Notwithstanding the reinstatement of the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedCovenants, no Default or Event of Default with respect to such series will be deemed to have occurred solely as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time thereafter based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (written notice of any Covenant Suspension Event and in any event not later than five twenty (20) Business Days after a such Covenant Suspension Event) written notice of any Covenant Suspension EventEvent has occurred. In the absence of such notice, 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 not later than twenty (20) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following after the Issue Date that (i) the Notes have are rated Investment Grade Ratings from by both Rating Agencies, 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 Company Issuer and its Restricted Subsidiaries shall not be subject to the following provisions Sections of this Indenture:Indenture (the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.084.09; (3) Section 4.094.10; (4) clause (d) of the first paragraph of Section 4.105.01; (5) Section 4.11; (6) Section 4.13;4.08; and (7) Section 4.16;4.15. (8) Section 4.17; (9b) Section 4.18; and (10) At such time as Sections 4.07, 4.08, 4.09, 4.10, 4.11 and clause (iid) of the first paragraph of Section 5.01 are suspended (collectivelya “Suspension Period”), the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect Issuer shall no longer be permitted to designate any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date Restricted Subsidiary as an Unrestricted Subsidiary. (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the its 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 withdraw their Investment Grade Rating rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingGrade, then the Company Issuer and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (bd) On the each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified prior 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will shall be deemed to have been outstanding on be Existing Indebtedness. For purposes of calculating the Issue Date, so that it is classified amount available to be made as permitted Restricted Payments under clause (iii3) of Section 4.07(a), calculations under such section shall be made as though such section had been in effect during the definition entire period of Permitted Indebtednesstime after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period will be deemed to have been made not otherwise permitted pursuant to any of clauses (2) through (12) under Section 4.07(b) shall reduce the first paragraph amount available to be made as Restricted Payments under clause (3) of such Section 4.07. (c) If (i) a Change of Control occurs 4.07(a); provided that results in either (a) the sale, lease, exchange or other transfer of all or substantially all of amount available to be made as Restricted Payments on the assets of the Company Reversion Date shall not be reduced to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate below zero solely as a result of such transactionRestricted Payments. For purposes of Section 4.10(d), on the Reversion Date, the unutilized amount of Net Proceeds shall be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the Reversion Date, of the Company facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any Person such obligations, shall constitute a breach of any covenant set forth herein or Group other than an Affiliate cause a Default or Event of Default thereunder; provided that (other than 1) the Issuer and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a Person that becomes an Affiliate solely as a result of such transaction) of the Company becoming the beneficial owner, directly withdrawal or indirectly, of shares representing 100% of the total ordinary voting power represented downgrade by the issued and outstanding Capital Stock of the Company or Holdings applicable Rating Agency below an Investment Grade rating and (ii2) the Issuer reasonably believed that such Person incurrence or Group acquiring control pursuant actions would not result in such withdrawal or downgrade. On each Reversion Date, the Issuer shall be required to clause (i) above is subject comply with the provisions under Section 4.15 as if such provisions were in effect at all times during the Suspension Period. The Issuer shall provide an Officers’ Certificate to the reporting requirements of Section 13 or 15(d) of Trustee indicating 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 occurrence of any Covenant Suspension Event, Suspension Period or Reversion Date. In the absence of such notice, the The Trustee shall assume have no obligation to monitor the Suspended Covenants apply and are in full force and effect. The Company shall give ratings of the Trustee prompt (and in Notes, independently determine or verify if such events have occurred or notify the holders of Notes of any event not later than five Business Days after a Covenant Suspension Event) written notice of any occurrence of a , Suspension Period or Reversion Date. After The Trustee may provide a copy of such Officers’ Certificate to any such notice Holder of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectNotes upon request.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) Date, the Notes have achieved Investment Grade Ratings from both Rating Agencies, Status 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 Company then, beginning on that day 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the 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 below an Investment Grade Rating, 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of 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 Subsidiary that would have been required Subsidiaries. Such Sections and any related default provisions shall again 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 Period but for Event, and Section 4.08 shall be interpreted as if it has been in effect since the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding date of this Indenture except that the Suspended Covenants may be reinstated, no Default or Event of Default default will be deemed to have occurred as a result solely by reason of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) Restricted Payment made while Section 4.08 was suspended. On the Reversion Date, all Indebtedness incurred Debt Incurred during the continuance of the Suspension Period will Event shall be classified to have classified, at the Parent Guarantor’s option, as having been incurred or issued Incurred pursuant to Section 4.09 4.06(a) or one of the sub-clauses set forth in Section 4.06(b) (to the extent such Indebtedness Debt would be permitted to be incurred or issued Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued Debt Incurred prior to the Suspension Period Event and outstanding on the Reversion Date). To the extent such Indebtedness would Debt shall not be so permitted to be incurred under Section 4.06(a) or issued pursuant to Section 4.094.06(b), such Indebtedness will Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.06(b)(iii). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture:covenants (collectively, the “Suspended Covenants”): (1) Section 4.06; (2) Section 4.07; (23) Section 4.08; (34) Section 4.09; (45) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.164.15; (8) Section 4.174.16; (9) Section 4.18; and (10) clause (iia)(4) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). 5.01; Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set reset at zero at such date (the “Suspension Date”)zero. In addition, in the event that the Company and the its 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 (a) withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (b) the Company or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (b) above. The period of time between the occurrence of a Covenant Suspension Date Event and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days In the event of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedreinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to have occurred calculated as a result though the provisions of a failure to comply with Section 4.06 had been in effect prior to, but not during the Suspended Covenants Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period (or upon termination of the Suspension Period or after that time based solely shall automatically become Restricted Subsidiaries on events that occurred during the Suspension Period). (b) On the Reversion Date, Date (subject to the Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants set forth under Article 4) and (2) all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have as having 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect4.08(b)(ii). The Company shall give provide a written notice to 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 upon the occurrence of a Covenant Suspension Event or a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that Date: (i1) the Notes have an Investment Grade Ratings Rating from both any two of the three Rating Agencies, Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then beginning on such date and continuing until the Company Reversion Date (as defined below), the Issuer and its the 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Indenture (collectively, the “Suspended Covenants”): (A) clause (4) of Section 8.01(a); (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 EventEvent (the date of such occurrence, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In addition, in the event that the Company Issuer and 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 ) any two of the three Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion Date) is referred to in this description Indenture as the “Suspension Period.” Within 30 days ” (b) The Guarantees of the Guarantors will be released during the Suspension Period to the extent provided under Section 12.08(F) and subject to the proviso thereto. If the Reversion Date occurs following a Suspension Date, no action taken or omitted to be taken by the Issuer or any of the Restricted Subsidiaries prior to the Reversion Date 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 Transaction or Specified Transaction pursuant to one or more agreements 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 Transaction or Specified Transaction pursuant to one or more agreements entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 10.11(b)(3), (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 Section 10.13(b)(6), (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that would have been 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 Holdings shall be required to comply with the covenant described under Section 10.15 on or after the Reversion Date with respect to any guarantee or direct obligation 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 Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. “Permitted Liens” definition and for no other provision of this Indenture). (c) Notwithstanding that the Suspended Covenants may be reinstatedreinstated on and after the Reversion Date, (1) no Default or Default, Event of Default will or breach of any kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants in respect of any actions taken or events occurring during the Suspension Period or any actions taken at any time pursuant to any contractual obligations arising during any Suspension Period, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period). , and (b2) On on and after the Reversion Date, all Indebtedness incurred 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 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 any Suspension Period and outstanding on to consummate the Reversion Datetransactions contemplated thereby. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Issuer shall give the Trustee prompt notice (in the form of an Officer’s Certificate) of the beginning and in any event not later than five Business Days after a Covenant Suspension Event) written notice end of any Covenant Suspension Event. In the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectPeriod.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that 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 Company and its Restricted Subsidiaries shall not following covenants will be subject to suspended (collectively, the following provisions of this Indenture:“Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.13; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (ii4) of the first paragraph of Section 5.01 5.01(a). (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). b) In addition, in the event that Parent, the Company and Company, the Restricted Subsidiaries and the Other Guarantors are not subject to the Suspended Covenants under this Indenture 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 withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingthen Parent, then the Company and Company, the Restricted Subsidiaries shall and the Other Guarantors will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents from any such Reversion Date until the maturity of the Notes unless there is a subsequent Suspension Period. The period of time between the any Covenant Suspension Date Event and the any Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).” (bc) On the any Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have as having been incurred or issued pursuant to Section 4.09 4.08(a) or one of the clauses set forth under Section 4.08(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 ); provided that to the extent such Indebtedness Indebtedness, Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to Section 4.094.08(a) such Indebtedness, such Indebtedness Disqualified Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of Section 4.08(b). Calculations made after the definition Reversion Date of Permitted Indebtednessthe amount available to be made as Restricted Payments under Section 4.07 will be made as though the covenant described in Section 4.07 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be deemed to have been made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.07(a). (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 the absence of such notice, 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 occurrence of a Reversion Date, 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 have occurred on the Reversion Date as a result of any actions taken by Parent, the Company, the Restricted Subsidiaries and the Other Guarantors during the Suspension Period. Within 30 days of such Reversion Date, the Company must comply with the terms of Section 4.13. (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 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, Parent, the Company, Restricted Subsidiaries and Other Guarantors shall be permitted to honor any contractual commitments entered into during a Suspension Period 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. (g) For purposes of Section 4.18, on the Reversion Date, any unutilized Excess Proceeds amount will be reset to zero.

Suspension of Covenants. (a) During any period of time following that the Issue Date that (i) the Notes Loans have an Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Agreement (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 Company Parent and its the Restricted Subsidiaries shall will not be subject to the covenants set forth in the following provisions Sections of this Indenture:Agreement (collectively, the "Suspended Covenants"): (1i) Section 4.077.12; (2ii) Section 4.087.15; (3iii) Section 4.097.16; (4iv) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.187.17; and (10v) clause (ii) of Section 7.21; provided, however, that if the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, preceding sentence and, on any subsequent date (the “Reversion Date”)subsequently, one Mxxxx'x or both of the Rating Agencies S&P withdraws its Investment Grade Rating ratings or downgrades the rating ratings assigned to the Notes below Loans so that the Loans do not have an Investment Grade Rating, or a Default or an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company Suspension Event shall cease to be in effect and the Restricted Subsidiaries shall thereafter again be Suspended Covenants will come back into effect, subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date terms, conditions and the Reversion Date is referred to obligations set forth in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period)Agreement. (b) On During any period that the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to foregoing covenants have been incurred or issued suspended, the Board of Directors of the Parent shall not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.077.18. (c) If (i) The Suspended Covenants will be reinstituted and apply according to their terms as of and from the first day on which a Change Suspension Event ceases to be in effect. The Suspended Covenants will not, however, be of Control occurs that results any effect with respect to actions properly taken in either (a) compliance with the sale, lease, exchange or other transfer provisions of all or substantially all of this Agreement during the assets of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result continuance of such transaction) 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 All Indebtedness Incurred during the absence of such notice, 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 continuance of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectsuspension period will be classified as having been incurred pursuant to Section 7.16(b)(ii)(b).

Suspension of Covenants. (a) During any period of time following 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 the 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 the Indenture: (1) Section 4.074.05; (2) Section 4.084.06; (3) Section 4.094.07; (4) Section 4.104.08; (5) Section 4.114.09; (6) Section 4.13; (7) Section 4.164.14; (8) Section 4.17;4.15; and (9) Section 4.18; and (10) clause (iia)(ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Asset Sale Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, Rating 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 with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 4.14 to execute a supplemental indenture shall will execute such supplemental indenture required by such covenantSection. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 4.07 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.05(a). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have an Investment Grade Ratings Rating from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), and the Company Issuer and its the Restricted Subsidiaries shall will 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 4.15, Section 5.01(a)(1)(d) Section 4.13; (7and 5.01(b) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of hereof shall not be applicable to the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon the occurrence of . (b) During a Covenant Suspension EventPeriod, the amount Issuer may not designate any of Net Cash Proceeds with respect its Subsidiaries as Unrestricted Subsidiaries pursuant to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the second sentence of the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company Issuer and the 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, and on any subsequent date (the “Reversion Date”), one or both of ) the Rating Agencies withdraws its Notes no longer have an Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingfrom both Rating Agencies, then the Company Issuer and the its Restricted Subsidiaries shall 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 description Indenture as the “Suspension Period.” Within 30 days Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Available 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 give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though 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 would have been is not a Subsidiary 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, other than with respect to any guarantee of any Indebtedness of the Issuer or any Subsidiary Guarantor under any Senior Credit Facilities in effect on the Reversion Date; (6) all Liens permitted to be created, incurred or assumed during the Suspension Period but for will be deemed to have been outstanding on the Suspended Covenants by Section 4.17 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 execute a supplemental indenture shall execute such supplemental indenture required by such covenant. 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 reinstatedreinstated after the Reversion Date, (i) no Default or Default, Event of Default or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time time, based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of 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) The Issuer shall deliver to the Trustee an Officer’s Certificate notifying it of a Covenant Suspension Event, Suspension Date or Reversion Date. The Trustee shall assume have no duty to (i) monitor the Suspended Covenants apply and are in full force and effectratings of the Notes, (ii) determine whether a Covenant Suspension Event, Suspension Date or Reversion Date has occurred, (iii) notify Holders of any of the foregoing or (iv) determine the consequences thereof, but may provide a copy of such Officer’s Certificate to any Holder upon request.

Suspension of Covenants. (a) During Notwithstanding any provision of this Indenture or of the Notes to the contrary, during any period of time following after the Issue Date date of this Indenture that (ia) the Notes have are rated Investment Grade Ratings from both by two of the Rating Agencies, Agencies and (iib) 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 (the occurrence will be suspended and no Default or Event of Default shall result from any failure to comply with any 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: such Sections (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon Additionally, at such time as the occurrence of above referenced covenants are suspended (a Covenant “Suspension EventPeriod”), the amount of Net Cash Proceeds with respect Company will no longer be permitted to designate any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date Restricted Subsidiary as an Unrestricted Subsidiary. (the “Suspension Date”). b) In addition, in the event that the Company and the its 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 Notes cease to have Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingStatus, then the Company and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between events unless and until the Suspension Date Notes subsequently attain Investment Grade Status and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain Investment Grade Status and no Default or Event of Default is in existence). (c) On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Equity Interests issued, during the Suspension Period prior to such Reversion Date will be deemed to be Existing Indebtedness. On each Reversion Date, all calculations made of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, any Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, during the Suspension Period, any 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. In addition, for purposes of Section 4.11, all Affiliate Transactions entered into by the Company or any of its Restricted Subsidiaries with an Affiliate of the Company during the applicable Suspension Period prior to such Reversion Date will be deemed to have occurred been entered into on or prior to the date hereof, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated under Section 4.08 will be deemed to have been existing as of the date hereof. For purposes of Section 4.10, on the Reversion Date, the unutilized amount of Net Proceeds will be reset to zero. Notwithstanding the foregoing, (1) neither (a) 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 (b) the performance, following the Reversion Date, of any such obligations, shall constitute a breach of any covenant set forth herein or cause a Default or Event of Default thereunder and none of the Company nor any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or or, upon termination of the Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (ii2) 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 the absence of such notice, 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 occurrence of following a Reversion Date, the Trustee shall assume Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the Suspended Covenants apply and are in full force and effecttransactions contemplated thereby.

Suspension of Covenants. (a) During any period of time following the Issue Date that that: (i1) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), Parent and the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1A) Section 4.07; (2) Section 4.08; (3B) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6C) Section 4.13; (7D) Section 4.14; (E) Section 4.15; (F) Section 4.16; (8) G) Section 4.17; (9) Section 4.18; and (10H) clause (iia)(4) of the first paragraph of Section 5.01 5.01. (collectively, the “Suspended Covenants”). Solely for the purpose of determining the amount of Permitted Liens under Section 4.10 during any Suspension Period (as defined below) and without limiting Parent’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension Period, to the extent that calculations in Section 4.10 (including the definition of “Permitted Liens”) refer to Section 4.07, such calculations shall be made as though Section 4.07 remains in effect during the Suspension Period. Upon the occurrence of a Covenant Suspension EventEvent (the date of such occurrence, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”), the amount of Excess Proceeds shall be set at zero. In addition, in the event that the Company Parent and 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 below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Parent and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event breach of Default will any kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of Parent or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). Parent shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Date 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 Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon request. (b) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will shall be classified deemed 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) pursuant to Section 4.07(b)(3). Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.09 shall be made as though Section 4.09 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.09(a) and the items specified in Section 4.09(a)(C)(i) through (C)(iv) if occurring during the Suspension Period will increase the amount available to be made as Restricted Payments under such section. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have been made be permitted pursuant Section 4.17(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.14(a) through (c) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to the first exception contained in paragraph (1) of Section 4.074.14. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Issuer 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 the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”)) then, the Company Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof, clause (4) of Section 5.01(a) hereof and its Restricted Subsidiaries clause (4) of Section 5.01(c) hereof shall not be subject applicable 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 Notes (collectively, the “Suspended Covenants”). Upon . (b) During any period that the occurrence foregoing covenants have been suspended, Holdings III may not designate any of a Covenant Suspension Event, its Subsidiaries as Unrestricted Subsidiaries pursuant to the amount second sentence of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date the definition of “Unrestricted Subsidiary.” (the “Suspension Date”). c) In addition, in the event that the Company Holdings III and the 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs then Holdings III and is continuing, then the Company and the its Restricted Subsidiaries shall 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 description Section 4.16 as the “Suspension Period.” Within 30 days The Guarantees of the Reversion DateSubsidiary 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. (d) During any Suspension Period, Holdings III will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, that would 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 been required during incurred a Lien to secure the Suspension Period but for Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Suspended Covenants 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 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding 4.10 hereof; provided, further, that the Suspended Covenants may be reinstatedforegoing 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 under this Indenture; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount of Restricted Payments made will be deemed to have occurred calculated as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during though Section 4.07 had been in effect prior to, but not during, the Suspension Period). ; and (b2) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 to 4.09(b)(3). In addition, for 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 extent such Indebtedness would be amount of Restricted Payments Holdings III or any Restricted Subsidiary is 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 Indebtedness would not be so permitted to be incurred or issued make pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.073). (cf) If (i) a Change of Control occurs that results in either (a) The Issuer shall deliver promptly to the sale, lease, exchange or other transfer of all or substantially all Trustee an Officer’s Certificate of the assets Issuer notifying it of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectset forth under this Section 4.16.

Suspension of Covenants. (a) During If on any period of time date following the Issue Date that (i) the Notes have Date, an Investment Grade Ratings from both Rating AgenciesEvent occurs, and (ii) no Default has occurred and is continuing under this Indenture then upon delivery by the Issuer to the Trustee of an Officers’ Certificate to the foregoing effect (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventDate”), the Company and its Restricted Subsidiaries shall not be subject to the provisions of Section 4.16(b), the following provisions of this IndentureIndenture shall be suspended: (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13;4.15; and (7) Section 4.16;5.01(a)(4). (8) b) During any period that the covenants listed in Section 4.17; (94.16(a) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date have been suspended (the “Suspension DatePeriod”). In addition, in the event that Parent’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof or the Company and second paragraph of the Restricted Subsidiaries are not subject to the Suspended Covenants for any period definition of time as a result of “Unrestricted Subsidiary.” (c) Notwithstanding the foregoing, andif the ratings assigned to the Notes by both Rating Agencies should subsequently decline to below an Investment Grade Rating, on any subsequent the covenants suspended pursuant to Section 4.16(a) hereof will be reinstituted as of and from the date (the “Reversion Date”), one or ) both of the Rating Agencies withdraws its such ratings ceased to be Investment Grade Rating or downgrades the rating assigned Ratings. The Issuer will promptly upon its occurrence deliver to the Notes below Trustee an Investment Grade Rating, or a Default or Event Officers’ Certificate notifying the Trustee of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the any Reversion Date. Calculations under the reinstated provisions of Section 4.07 hereof will be made as if the provisions of such section had been in effect since the Issue Date, any Restricted Subsidiary except that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result solely by reason of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after Restricted Payment made while that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Datecovenant was suspended. Furthermore, all Indebtedness incurred during the Suspension Period will be classified to have been incurred incurred, or issued pursuant to Section 4.09 to the extent such Indebtedness would be permitted to be incurred Disqualified Stock 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09Preferred Stock issued, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 incurred 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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(d2) of the Exchange Actdefinition of “Permitted Debt.” In addition, then for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company shall not Parent or any Restricted Subsidiary with an Affiliate of the Parent during the Suspension Period will be subject deemed to have been entered into prior to the Issue Date and permitted by clause (7) of Section 4.03(a) from that time if 4.11 hereof, and for so long as such Person or Group maintains Investment Grade Ratings from both Rating Agenciespurposes of Section 4.08 hereof, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by Section 4.08 will be deemed to have been existing on the Issue Date. (d) The Company Trustee shall give not have any obligation to monitor the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice ratings of the Notes, the occurrence or dates of any Covenant Suspension EventDate, any Suspension Period or Reversion Date any may rely conclusively on the Officers’ Certificates referred to in this Section 4.16. In the absence of such notice, the The Trustee shall assume not have any obligation to notify 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 Holders of the occurrence or dates of a any Suspension Date, any Suspension Period or any Reversion Date, but may provide a copy of such Officers’ Certificates to any Holder of the Trustee shall assume the Suspended Covenants apply and are in full force and effectNotes upon request.

Suspension of Covenants. (a) During any period of time following the Issue Date issuance of the Initial Notes that (i) the Notes have a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or, if either or both shall not make a rating on the Notes publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Xxxxx’x or S&P or both, as the case may be (Xxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an equivalent rating by such other agency or agencies, as the case may be (any such rating, an “Investment Grade Ratings from both Rating AgenciesRating”), 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 Issuer and its the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.094.10; (4) Section 4.104.11; (5) Section 4.114.12; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (107) clause (iiSection 5.01(a)(iii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Available Proceeds with respect to any applicable Net Proceeds Offer Trigger Date Asset Sale shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company Issuer and 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 below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants Covenants, but only with respect to future eventsevents after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant subject 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 Date4.07. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause Section 4.07(b)(3). (iiic) Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.08 will be made as though Section 4.08 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made pursuant to the first paragraph of as Restricted Payments under 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Agencies4.08(a). (d) The Company Issuer shall give the Trustee prompt (notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after a Covenant Suspension Event) written notice of any such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company Issuer 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 not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Issuer may not designate a Subsidiary as an Unrestricted Subsidiary under Section 4.16. (f) Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or cause a Default hereunder; provided that (i) the Issuer and the Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment Grade Rating and (ii) the Issuer reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade.

Suspension of Covenants. (a) During any period of time following the Issue Date that that: (i1) the Notes Loans have Investment Grade Ratings from both Rating Agencies, Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Agreement (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), the Company Borrower and its the Restricted Subsidiaries shall not be subject to the following provisions of this IndentureAgreement: (1A) clause (a)(4) of Section 4.0710.11; (2B) Section 4.089.2; (3C) Section 4.0910.1; (4D) Section 4.1010.2; (5E) Section 4.1110.8; (6F) Section 4.1310.3; (7G) Section 4.1610.5; (8) H) clauses (1)(A) and (2) of Section 4.17; (9) Section 4.1810.6; and (10I) clause (ii) of the first paragraph of Section 5.01 10.7; (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Excess Proceeds with respect to any applicable from Net Proceeds Offer Trigger Date (and Event of Loss Proceeds) shall be set at zero at zero. In addition, the Guarantees of the Guarantors shall also be suspended as of such date (the “Suspension Date”). In addition, in the event that the Company Borrower and 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 Loans below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Borrower and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future eventsevents and the Guarantees shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock issued, during the Suspension Period will shall be classified to have been incurred Incurred or issued pursuant to Section 4.09 Sections 10.1(a) or 10.1(b) (to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred Incurred or issued pursuant to Section 4.0910.1(a) or 10.1(b), such Indebtedness will or Disqualified Stock shall be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under clause (iii) Section 10.1(b)(3). Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 10.2 shall be made as though Section 10.2 had been in effect since the Closing Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be deemed to have been made pursuant to the first paragraph of Section 4.07as Restricted Payments under 10.2(a). (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 Borrower shall give the Trustee Administrative Agent prompt (and in any event not later than five Business Days business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee Administrative Agent shall assume the Suspended Covenants apply and are in full force and effect. The Company Borrower shall give the Trustee Administrative Agent prompt (and in any event not later than five Business Days business days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee Administrative Agent shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a1) During If, on any period of time date following the Issue Date that Date, (i) the Notes have are rated Investment Grade Ratings from both by at least two of S&P, Xxxxx’x and Xxxxx (or, if any of S&P, Xxxxx’x or Xxxxx has 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 (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)such date, 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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that 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) hereof (such period during which the Company Issuer and the 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, and on any subsequent date (the such date, a “Reversion Date”)) the Notes are no longer rated Investment Grade by at least two of S&P, one Xxxxx’x and Xxxxx (or, if any of S&P, Xxxxx’x or both Xxxxx has been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuingAgencies), then the Company Issuer and the its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants such covenants under this Indenture with respect to future events. . (3) The period Issuer shall promptly upon its occurrence deliver to the Trustee, an Officer’s Certificate notifying the Trustee of time between the occurrence of any Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the or Reversion Date, and the date thereof. The Trustee shall not have any Restricted Subsidiary that would have been required during obligation to monitor the occurrence or dates of any Suspension Period but for the Suspended Covenants by Section 4.17 Date or Reversion Date or to execute a supplemental indenture shall execute independently determine or verify if such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to events have occurred as a result of a failure and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to comply with notify the Suspended Covenants during the Suspension Period (or upon termination Holders of the occurrence or dates of any Suspension Period Date or after that time based solely on events that occurred during the Suspension Period)Reversion Date. (b4) On the each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified to have as having been incurred or issued Incurred pursuant to Section 4.09 4.08 hereof (to the extent such Indebtedness would be permitted to be incurred Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued 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 or issued Incurred pursuant to Section 4.094.08 hereof, such Indebtedness will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iiiSection 4.08(d)(4) hereof. Calculations made after the Reversion Date of the definition of Permitted Indebtednessamount available to be made as Restricted Payments under Section 4.06 hereof shall be made as though such covenant had been in effect since the Issue Date 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 reduce the amount available to be made as Restricted Payments under Section 4.06 hereof. In addition: (i) for purposes of Section 4.10, all 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 have been made pursuant entered into prior to the first paragraph Issue Date; (ii) for purposes of Section 4.07. (c) If (i) a Change of Control occurs , all contracts entered into during the Suspension Period prior to such Reversion Date that results in either (a) the sale, lease, exchange or other transfer of all or substantially all contain any of the assets restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.07(b)(1), and (iii) for purposes of the Company Section 4.11, any Lien Incurred during a Suspension Period will be deemed to any Person or Group have been incurred pursuant to clause (as defined in 35) of the definition of Change “Permitted Liens.” No Default or Event of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely Default shall be deemed to have occurred on the Reversion Date as a result of such transaction) of any actions taken by the Company Issuer or (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result its Restricted Subsidiaries during the Suspension Period. Within 30 days 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee Issuer shall assume comply with the Suspended Covenants apply and are in full force and effectterms 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 zero.

Suspension of Covenants. (a) During any period of time following the Issue Date that that: (i) the Notes have Investment Grade Ratings from both Rating Agencies, 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 Company Issuer and its the Restricted Subsidiaries shall will 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 4.16;4.18 and (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph Clause 4 of Section 5.01 5.01(a) (collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Excess Proceeds with respect to any applicable from Net Proceeds Offer Trigger Date shall be set at zero at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the “Suspension Date”). In addition, in the event that the Company Issuer and 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 notes below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants with respect to future eventsevents and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b1) On the Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 4.09(a) hereof or one of the clauses set forth in Section 4.09(b) hereof (to the extent such Indebtedness or Disqualified 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 Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.to

Suspension of Covenants. (a) During If on any period of time date following 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 Section 4.07 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.12 hereof 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; clause (4) Section 4.10; (5) Section 4.11; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 5.01(a) hereof shall no longer be applicable to such Notes (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date . (the “Suspension Date”). b) In addition, in the event that the Company Issuer and 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, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its (1) withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. , including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the Suspension Date date such covenants are suspended and the Reversion Date is referred to in this description Section 4.17 as the “Suspension Period.” Within 30 days Additionally, upon the occurrence of a Covenant Suspension Event, the Reversion Date, amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedreinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to have occurred calculated as a result of a failure to comply with though Section 4.07 hereof had been in effect prior to, but not during the Suspended Covenants Suspension Period; provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period (or upon termination of the Suspension Period or after that time based solely shall automatically become Restricted Subsidiaries on events that occurred during the Suspension Period). (b) On the Reversion Date, Date (subject to the Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the covenants contained in this Indenture) and (2) all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 (i2) above is subject to the reporting requirements of Section 13 or 15(d4.10(b) 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 Agencieshereof. (d) The Company Issuer shall give deliver promptly to the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice an Officer’s Certificate notifying it of any Covenant Suspension Event. In the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effectunder this Section 4.17.

Suspension of Covenants. (a) During If on any period of time date (the “Suspension Date”) following the Issue Date that date of this Indenture: (i1) the Notes have Investment Grade Ratings 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 both Rating Agencies, and any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency); and (ii2) no Default has or Event of Default shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses clause (i1) and this clause (ii2) being collectively referred to as a “Covenant Suspension Event”), the Company then, beginning on that day and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: the following paragraph, the covenants in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(3) will be suspended (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 4.16; (8) Section 4.17; (9) Section 4.18; and (10) clause (ii) of the first paragraph of Section 5.01 (such suspended covenants, collectively, the “Suspended Covenants”). . (b) Upon the occurrence of a Covenant Suspension Event, the amount of Net Available Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date that has not been applied as provided under Section 4.10 shall be set at zero at zero. During the period of time commencing on and after the Suspension Date and ending prior to the Reversion Date (as defined below) (such date (period, the “Suspension DatePeriod”). In addition, in the event that the Company and the Restricted Company’s Board of Directors may not designate any of its Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to the Suspended Covenants for any period definition of time as a result of “Unrestricted Subsidiary.” (c) Notwithstanding the foregoing, and, if on any subsequent date (the “Reversion Date”)) subsequent to any Suspension Date, one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to on the Notes assigned by either such rating agency should subsequently decline to below an Investment Grade RatingBaa3 or BBB−, or a Default or Event of Default occurs and is continuingrespectively, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period will be reinstituted as of time between the Suspension Date and from the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of Date. On the Reversion Date, any Restricted Subsidiary that would have been required all Indebtedness Incurred during the Suspension Period but will be classified as having been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3)(B). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this Indenture. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, for purposes of the reinstated Section 4.11, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been existing as of the Issue Date. Also, any encumbrance or restriction of the type referred to in Section 4.08 incurred during the Suspension Period will be deemed to have been in effect on the Issue Date. Notwithstanding the reinstatement of the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be reinstatedCovenants, no Default or Event of Default will be deemed to have occurred solely as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time thereafter based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness 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 Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.09, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of Permitted Indebtedness. Restricted Payments made during the Suspension Period 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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants. (a) During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both at least 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”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.074.05; (2) Section 4.084.06; (3) Section 4.094.07; (4) Section 4.104.08; (5) Section 4.114.09; (6) Section 4.13; (7) Section 4.16; (8) Section 4.17; (9) Section 4.184.14; and (10) 8) clause (iia)(ii) of the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Asset Sale Offer Trigger Date shall be set at zero at such date (the “Suspension Date”). In addition, in the event that the Company and the its 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 ) two of the Rating Agencies withdraws its withdraw their Investment Grade Rating or downgrades downgrade the rating assigned to the Notes below an Investment Grade Rating, Rating or a Default or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended Covenants by Section 4.17 4.13 hereof to execute a supplemental indenture shall will execute such supplemental indenture required by such covenantSection. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09 4.07 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 or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.094.07 hereof, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 hereof will be made as though the covenant described under Section 4.05 hereof had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of Section 4.074.05(a) hereof. (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 Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) 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 the absence of such notice, 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 Promptly following the occurrence of a any Suspension Date or Reversion Date, the Company shall provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall assume have no obligation to independently determine or verify if a Suspension Date or Reversion Date has occurred or notify the Suspended Covenants apply and are in full force and effectHolders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon request.