Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (any such period, a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment gradeInvestment Grade Ratings, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution Board Resolution to such effect adopted in good faith by the Board of Directors of ParentParent (or by a resolution of a duly authorized committee of the Board of Directors of Parent to such effect). In reaching their determination, the Board of Directors of Parent or committee thereof may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent Holdings 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent Holdings and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuers will provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee will have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by Holdings or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to the Securities Term Loan by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent Level 3 and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 10106.01, 10116.02, 10126.03, 10136.04, 1015(i)(a6.06(i)(a), 10166.07, 1017 6.08 (other than the first two sentences thereof), 10186.09, 801(36.13(a)(3) and (4), 803(36.13(c)(3) and (4) and clause (b) of the first sentence of Section 1019 6.10 (collectively, the “Suspended Covenants”). In the event that Parent Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities Loan below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent Level 3 and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 6.03 will be made as though Section 1012 6.03 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 1011 6.02 (in each case to the extent such Debt Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 10116.02, such Debt Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v6.01(b)(v) or Section 1011(b)(iii6.02(b)(iii). If the Incurrence of any Debt Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee had Section 1010 6.01 and Section 1011 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee that are senior to or pari passu with such Debt Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Sales Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Parent Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of ParentLevel 3. In reaching their determination, the Board of Directors of Parent Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a), 1016, 1017 4.07 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). If and while the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available under this Indenture with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Datefuture events. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (a) of Section 1010 4.03 such Indebtedness or one of the clauses set forth in paragraph (b) of Section 1010 Disqualified Stock or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after occurred on the Reversion DateDate as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent Holdings 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent Holdings and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available under this Indenture with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Datefuture events. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by Holdings or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during occurrence thereof. During the entire period of time from Suspension Period, the Measurement DateCompany may not designate or redesignate any Unrestricted Subsidiaries. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vi) thereof. For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Parent and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the First Lien Trustee with written notice of each Covenant Suspension Event or Reversion Date within five (5) Business Days of the amount available occurrence thereof. Additionally, during a Suspension Period the Parent will no longer be permitted to be made designate any Restricted Subsidiary as Restricted Payments under Section 1012 will be made an Unrestricted Subsidiary unless the Parent would have been permitted to designate such Subsidiary as though Section 1012 an Unrestricted Subsidiary if a Suspension Period had not been in effect during the entire for any period of time from the Measurement Date. On and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to Section 4.04(c) at the time of such designation. On each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 10114.03(b), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a) (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Parent or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Parent and the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in Section 4.05(a) or 4.05(b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.05(1)(A). For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(b)(vi). For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period date following the date of time this Indenture: (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (iib) no Default or Event of Default has shall have occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that date and the Restricted Subsidiaries will not be subject to the covenants set forth in provisions of this Section 4.18, Sections 10104.07, 10114.08, 10124.09, 10134.10, 1015(i)(a)4.11, 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) 4.17 and (4), 803(3) and (4) and clause (bSection 5.01(a)(iv) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”)this Indenture will be suspended. In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for During any period of time as a result of that the preceding sentence and, on any subsequent date foregoing Sections have been suspended (the “Reversion DateSuspension Period”), one the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof or both the definition of Unrestricted Subsidiary. Notwithstanding the Rating Agencies withdraws its ratings or downgrades foregoing, if the ratings rating assigned to the Securities Notes by both such ratings agencies should subsequently decline to below Baa3 and BBB- from Xxxxx’x or S&P, respectively, the required Investment Grade Ratings or a Default or Event foregoing covenants will be reinstituted as of Default occurs and is continuing, then Parent and from the Restricted Subsidiaries will thereafter again be subject to date both such ratings were below investment grade. Calculations under the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 1012 4.07 hereof will be made as though if Section 1012 4.07 hereof had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph (aSection 4.09(b)(ii) hereof. In addition, for purposes of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to 4.08 hereof, all contracts entered into during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one that contain any of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, restrictions contemplated by such Debt covenant will be deemed to have been outstanding existing on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesthis Indenture.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent Holdings 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent Holdings and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. No Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and calculations neither Holdings nor any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the amount available Suspension Period, or any actions taken at any time pursuant to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had any contractual obligation arising during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during the entire period of time from the Measurement Datesuch period. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by Holdings or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuer or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to the Securities Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Holders an Officers’ Certificate certifying to the foregoing provisions of this sentence, Parent the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 10164.11 and 4.17, 1017 clauses (other than the first two sentences thereof), 1018, 801(31)(a) and (4)3) of Section 4.18, 803(3) and (4) and clause (bd) of the first sentence of Section 1019 5.01 (collectively, the “Suspended Covenants”). In ; provided, however, that the event that Parent Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Issuers shall give written notice to the Holders of any such withdrawal or downgrade. Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 as though Section 1012 such covenants had been in effect during the entire period of time from since the Measurement Closing Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (a “Suspension Period”) that (ia) the ratings assigned to the Securities by both of the Rating Agencies are Notes have an Investment Grade Ratings Rating and (iib) no Default or Event of Default has occurred and is continuingcontinuing under the Indenture, Parent the Issuer and the its Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 provisions of the Indenture described under: • “—Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; • “—Limitation on Restricted Payments”; • “—Limitation on Asset Sales”; • “—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; • Clauses (other than the first two sentences thereof), 1018, 801(32) and (4), 803(3) and (4) and clause (b3) of the first sentence paragraph and clause (3) of Section 1019 (collectivelythe fourth paragraph of “Merger, Consolidation and Sale of Assets”; • “—Limitation on Transactions with Affiliates”; and • “—Subsidiary Guarantors.” If the “Suspended Covenants”). In the event that Parent Issuer and the its Restricted Subsidiaries are not subject to the Suspended Covenants these covenants for any period of time as a result of the preceding previous sentence (a “Fall-Away Period”) and, on any subsequent date (the “Reversion Date”)subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below Notes are withdrawn or downgraded so the required Notes no longer have an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations these covenants. The ability of the amount available Issuer and its Restricted Subsidiaries to be made as make Restricted Payments under Section 1012 after the time of such withdrawal or downgrade will be made calculated as though Section 1012 if the covenant governing Restricted Payments had been in effect during the entire period of time from the Measurement Issue Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, existence after the date end of such withdrawal or downgrade, the Fall-Away Period of facts and circumstances or obligations that were Incurred or otherwise came into existence arising from transactions which occurred during a Suspension Fall-Away Period nor (b) the performance of any such obligations, shall not constitute a breach of any covenant set forth in the Indenture or cause a Default or an Event of Default thereunder; provided. The Indenture will contain, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determinationamong others, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.following covenants:

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to the Securities Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.19 and certifying to the foregoing provisions of this sentence, Parent the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 10164.11, 1017 4.17, clauses (other than the first two sentences thereof), 1018, 801(31)(a) and (4)3) of Section 4.18, 803(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Parent Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 1012 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to the Securities Notes by both of the Rating Agencies are either S&P or Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.18 and certifying to the foregoing provisions of this sentence, Parent the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 10164.11, 1017 4.16, clauses (other than the first two sentences thereof), 1018, 801(31)(a) and (4)3) of Section 4.17, 803(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, the event that Parent Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (the “Reversion Date”)of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings Rating so that the Notes do not have an Investment Grade Rating from either S&P or a Default or Event of Default occurs Moody’s, the Company and is continuing, then Parent and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 of this Indenture as though Section 1012 such covenants had been in effect during the entire period of time from since the Measurement Initial Issuance Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, RYAM, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent RYAM, 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent RYAM, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by RYAM, the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, RYAM and the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the Net Available Proceeds from all Asset Sales not applied type specified in accordance with clause (a) or (b) thereof entered into during the covenant Suspension Period will be deemed to be reset to zero. Notwithstanding have been in effect on the foregoingIssue Date, neither so that they are permitted under clause (a1)(i) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesthereof.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 10164.11, 1017 (other than the first two sentences thereof), 1018, 801(35.01(a)(iv) and 5.01(b) (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted by this Indenture at such time, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vi) thereof. For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the Issuers and the their Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuers and the their Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuers shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuers or conditioned upon such their Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During Notwithstanding any period provision of this Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency) and (iib) no Default or Event of Default has shall have occurred and is continuing, Parent and continuing under this Indenture then upon delivery by the Restricted Subsidiaries will not be subject Company to the covenants set forth in Trustee of an Officers’ Certificate certifying to such events, Sections 10104.07, 10114.08, 10124.09, 10134.10, 1015(i)(a4.11, 4.17 and 5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. During any period that the foregoing Sections have been suspended (the “Suspension Period”), 1016the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof. Notwithstanding the foregoing, 1017 (other than if the first two sentences thereof)rating assigned to the Notes by both such rating agencies should subsequently decline to below Baa3 and BBB-, 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectivelyrespectively, the “Suspended Covenants”). In foregoing covenants will be reinstituted as of and from the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period date of time as a result of the preceding sentence and, on any subsequent date such rating decline (the “Reversion Date”), one or both of . Calculations under the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 1012 4.07 hereof will be made as though if Section 1012 4.07 had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph (a) Section 4.09(b)(2). In addition, for purposes of Section 1010 4.11, all agreements and arrangements entered into by the Company or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Company during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on entered into prior to the Measurement Datedate of this Indenture and permitted by Section 4.11(b)(8), so that it is classified as permitted under and for purposes of Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary 4.08, all contracts entered into during the Suspension Period would that contain any of the restrictions contemplated by that section will be deemed to have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 existed on the date of this Indenture. The Company shall promptly upon its occurrence deliver to the Trustee an Officers’ Certificate notifying the Trustee of the event giving rise to any Suspension Period or a Reversion Date, the Net Available Proceeds from all Asset Sales date thereof and identifying the suspended covenants. The Trustee shall not applied in accordance with have any obligation to monitor the covenant will be deemed ratings of the Notes, the occurrence or dates of any Suspension Period or Reversion Date and may rely conclusively on such Officers’ Certificate. The Trustee shall not have any obligation to be reset to zero. Notwithstanding notify the foregoingHolders of the occurrence or dates of any Suspension Period, neither (a) the continued existencesuspended covenants or Reversion Date, after the date but may provide a copy of such withdrawal or downgrade, Officers’ Certificate to any Holder 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesnotes upon request.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from two of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on such date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both more of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, such that the Notes do not have an Investment Grade Rating from at least two Rating Agencies, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available under this Indenture with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire future events. The period of time from between the Measurement Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within five Business Days of the occurrence thereof. The Trustee shall have no duty to monitor the ratings of the Notes, determine or verify whether a Covenant Suspension Event or Reversion Date has occurred or provide notice to the holders of the Notes of any such Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuer or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that (ia) the ratings rating assigned to the Securities Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, Parent the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 10164.11, 1017 4.17, clauses (other than the first two sentences thereof), 1018, 801(31)(a) and (4)3) of Section 4.18, 803(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, that the event that Parent Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (of its Subsidiaries as Unrestricted Subsidiaries pursuant to the “Reversion Date”)definition of Unrestricted Subsidiary. Thereafter, one if either S&P or both of the Rating Agencies Moody’s withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 as though Section 1012 such covenants had been in effect during the entire period of time from which the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that Notes are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesissued.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Parent and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five (5) Business Days of the amount available occurrence thereof. Additionally, during a Suspension Period the Parent will no longer be permitted to be made designate any Restricted Subsidiary as Restricted Payments under Section 1012 will be made an Unrestricted Subsidiary unless the Parent would have been permitted to designate such Subsidiary as though Section 1012 an Unrestricted Subsidiary if a Suspension Period had not been in effect during the entire for any period of time from the Measurement Date. On and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to Section 4.04(c) at the time of such designation. On each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a) (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Parent or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Parent and the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in Section 4.05(a) or 4.05(b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.05(1)(A). For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(b)(vi). For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent MHGE Holdings 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent MHGE Holdings and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuers shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.Sections

Covenant Suspension. During The Issuers shall have no obligation to obtain or maintain ratings for the Notes; provided, however, that if on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Issuers obtain Investment Grade Ratings for the Notes from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuers and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuers shall provide the Trustee with notice in the form of an Officer’s Certificate executed by each Issuer of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default under the Suspended Covenants will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuers or conditioned upon such the Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any such Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuer or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Parent and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Second Lien Trustee with written notice of each Covenant Suspension Event or Reversion Date within five (5) Business Days of the amount available occurrence thereof. Additionally, during a Suspension Period the Parent will no longer be permitted to be made designate any Restricted Subsidiary as Restricted Payments under Section 1012 will be made an Unrestricted Subsidiary unless the Parent would have been permitted to designate such Subsidiary as though Section 1012 an Unrestricted Subsidiary if a Suspension Period had not been in effect during the entire for any period of time from the Measurement Date. On and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to Section 4.04(c) at the time of such designation. On each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 10114.03(b), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a) (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Parent or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Parent and the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in Section 4.05(a) or 4.05(b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.05(1)(A). For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(b)(vi). For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (any such period, a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution Board Resolution to such effect adopted in good faith by the Board of Directors of ParentParent (or by a resolution of a duly authorized committee of the Board of Directors of Parent to such effect). In reaching their determination, the Board of Directors of Parent or committee thereof may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that after the Issue Date: (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Parent then until the end of the Suspension Period (as defined below) the Issuer and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010Section 4.03, 1011Section 4.04, 1012Section 4.05, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) Section 4.07 and (4), 803(3) and (4) and clause (bSection 5.01(iv) of the first sentence of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In the event that Parent the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire future events. The period of time from between the Measurement DateCovenant Suspension Event and the Reversion Date is referred to in this Description of the Notes as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reversion Date, all Debt Incurred Indebtedness incurred or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to paragraph Section 4.03(a) or Section 4.03(c) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt Indebtedness or Preferred Stock would be permitted to be Incurred incurred or issued thereunder as of the Reversion Date and after giving effect to Debt Incurred Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Preferred Stock would not be so permitted to be Incurred incurred or issued pursuant to paragraph (aSection 4.03(a) of or Section 1010 4.03(c) such Indebtedness or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(c)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at will reduce the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed amount available to be reset made as Restricted Payments under Section 4.04(a)(3) and the items specified in Section 4.04(a)(3)(v) through (3)(z) will increase the amount available to zerobe made under Section 4.04(a)(i). Notwithstanding the foregoingAs described above, neither (a) the continued existencehowever, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a no Default or Event of Default thereunder; provided, however, that (1) Parent and will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist during the Suspension Period. The Issuer will notify the Trustee in anticipation an Officers’ Certificate of a withdrawal or downgrade below investment gradeCovenant Suspension Event and of a Reversion Date, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within promptly after the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesoccurrence thereof.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that after the Issue Date: (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Parent then until the end of the Suspension Period (as defined below) the Issuer and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010Section 4.03, 1011Section 4.04, 1012Section 4.05, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) Section 4.07 and (4), 803(3) and (4) and clause (bSection 5.01(iv) of the first sentence of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In the event that Parent the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire future events. The period of time from between the Measurement DateCovenant Suspension Event and the Reversion Date is referred to in this Description of the Notes as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reversion Date, all Debt Incurred Indebtedness incurred or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to paragraph Section 4.03(a) or Section 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt Indebtedness or Preferred Stock would be permitted to be Incurred incurred or issued thereunder as of the Reversion Date and after giving effect to Debt Incurred Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Preferred Stock would not be so permitted to be Incurred incurred or issued pursuant to paragraph (aSection 4.03(a) of or Section 1010 4.03(b) such Indebtedness or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at will reduce the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed amount available to be reset made as Restricted Payments under Section 4.04(a)(3) and the items specified in Section 4.04(a)(3)(v) through (3)(z) will increase the amount available to zerobe made under Section 4.04(a)(i). Notwithstanding the foregoingAs described above, neither (a) the continued existencehowever, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a no Default or Event of Default thereunder; provided, however, that (1) Parent and will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist during the Suspension Period. The Issuer will notify the Trustee in anticipation an Officers’ Certificate of a withdrawal or downgrade below investment gradeCovenant Suspension Event and of a Reversion Date, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within promptly after the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesoccurrence thereof.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 10164.11, 1017 (other than the first two sentences thereof), 1018, 801(35.01(a)(iv) and 5.01(b) (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted under this Indenture at such time, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vi) thereof. For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period Notwithstanding the foregoing, the Company and its Restricted Subsidiaries’ obligations to comply with the provisions of time the indenture described above under the captions “Certain Covenants—Limitation on Restricted Payments,” “Certain Covenants—Limitation on Incurrence of Additional Indebtedness,” “Certain Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries,” “Certain Covenants—Limitations on Transactions with Affiliates,” “Certain Covenants— Additional Subsidiary Guarantees,” “Certain Covenants—Conduct of Business” and “Redemption—Repurchase at the Option of Holders upon Change of Control” will not apply to the notes from the first date after the Loans have been repaid in full when the notes achieve an Investment Grade Rating (a “Suspension Event”) and continuing until such time, if any, at which the notes cease to have an Investment Grade Rating (a “Suspension Period”) that (i) ). Notwithstanding the ratings foregoing, if the rating assigned to the Securities by both of the Rating Agencies are either such rating agency should subsequently decline below Investment Grade Ratings Rating, the Suspended Covenants will be reinstituted as of and (ii) from the date of such rating decline and any actions taken, or omitted to be taken, during the Suspension Period that would have been prohibited had the Suspended Covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations under the reinstated “Limitation on Restricted Payments” covenant will be made as if the “Limitation on Restricted Payments” covenant had been in effect since the Closing Date except that no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding occurred solely by reason of a Restricted Payment made while that covenant was suspended. All Indebtedness incurred by the Issuer and its Restricted Subsidiaries while the “Limitation on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period Additional Indebtedness” covenant was suspended that would not have been prohibited or conditioned upon permitted to be incurred under the covenant had such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 covenant been in effect at the time applicable shall be deemed to have been incurred under clause (3) of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Datecovenant. For the purposes of determining compliance with Section 1016 the covenant described under “—Limitation on Asset Sales,” the Reversion Date, the amount of Net Available Cash Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any such Covenant Suspension Event or Reversion Date, nor shall it have any obligation to monitor the ratings of the Notes. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuer or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (a “Suspension Period”) that (ia) the ratings assigned to the Securities by both of the Rating Agencies are Notes have an Investment Grade Ratings Rating and (iib) no Default or Event of Default has occurred and is continuingcontinuing under the Indenture, Parent the Issuer and the its Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 provisions of the Indenture described under: · “—Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; · “—Limitation on Restricted Payments”; · “—Limitation on Asset Sales”; · “—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; · Clauses (other than the first two sentences thereof), 1018, 801(32) and (4), 803(3) and (4) and clause (b3) of the first sentence paragraph and clause (3) of Section 1019 (collectivelythe fourth paragraph of “Merger, Consolidation and Sale of Assets”; · “—Limitation on Transactions with Affiliates”; and · “—Subsidiary Guarantors.” If the “Suspended Covenants”). In the event that Parent Issuer and the its Restricted Subsidiaries are not subject to the Suspended Covenants these covenants for any period of time as a result of the preceding previous sentence (a “Fall-Away Period”) and, on any subsequent date (the “Reversion Date”)subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below Notes are withdrawn or downgraded so the required Notes no longer have an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations these covenants. The ability of the amount available Issuer and its Restricted Subsidiaries to be made as make Restricted Payments under Section 1012 after the time of such withdrawal or downgrade will be made calculated as though Section 1012 if the covenant governing Restricted Payments had been in effect during the entire period of time from the Measurement Issue Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, existence after the date end of such withdrawal or downgrade, the Fall-Away Period of facts and circumstances or obligations that were Incurred or otherwise came into existence arising from transactions which occurred during a Suspension Fall-Away Period nor (b) the performance of any such obligations, shall not constitute a breach of any covenant set forth in the Indenture or cause a Default or an Event of Default thereunder. The Indenture will contain, among others, the following covenants: Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock Other than Permitted Indebtedness, the Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Issuer will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that (1) Parent if no Default or Event of Default shall have occurred and its be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Issuer and the Restricted Subsidiaries did not Incur or otherwise cause such facts any of them may incur Indebtedness and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each any Restricted Subsidiary shall may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Issuer’s Consolidated EBITDAX Coverage Ratio would have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time periodbeen greater than 2.25 to 1.0. For purposes of clauses determining any particular amount of Indebtedness under this covenant, (1i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (2) in of the preceding sentencedefinition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, anticipation and reasonable belief may then such other Indebtedness shall not be determined included. Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by Parent and merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Issuer or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Issuer or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be conclusively evidenced deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Issuer will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by a board resolution to such effect adopted in good faith its terms (or by the Board terms of Directors any agreement governing such Indebtedness) is subordinated in right of Parentpayment to any Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the Holders or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). In reaching their determinationFor purposes of the Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not having the Board benefit of Directors a Lien on assets, or guarantee of Parent maya Person, but need not, consult with that benefits the Rating Agenciesother Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Covenant Suspension. During any period of time (any such period, a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution Board Resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During Notwithstanding any period provision of this Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings and control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency), (iib) no Default or Event of Default has shall have occurred and is continuing, Parent be continuing under this Indenture and (c) the Restricted Subsidiaries will not be subject Company has delivered to the covenants set forth in Trustee an Officers’ Certificate to the foregoing effect, then Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) 4.11 and (4), 803(3) and (4) and clause (b5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the first sentence provisions of Section 1019 (collectively, the “Suspended Covenants”)such Sections. In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for During any period of time as a result of that the preceding sentence and, on any subsequent date foregoing Sections have been suspended (the “Reversion DateSuspension Period”), one or both the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof. Notwithstanding the Rating Agencies withdraws its ratings or downgrades foregoing, if subsequently the ratings assigned to the Securities Notes by both such rating agencies should be below Baa3 and BBB-, the required Investment Grade Ratings or a Default or Event foregoing covenants will be reinstituted as of Default occurs and is continuing, then Parent and from the Restricted Subsidiaries will thereafter again be subject to earliest date both such ratings were below investment grade. Calculations under the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 1012 4.07 hereof will be made as though if Section 1012 4.07 had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph clause (a2) of the definition of “Permitted Debt.” In addition, for purposes of Section 1010 4.11, all agreements and arrangements entered into by the Company or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Company during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on entered into prior to the Measurement Datedate of this Indenture and permitted by clause (8) of Section 4.11, so that it is classified as permitted under and for purposes of Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary 4.08, all contracts entered into during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had that contain any of the restrictions contemplated by Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant 4.08 will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after have been existing on the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesthis Indenture.

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent the Issuer and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences sentence thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are is senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent the Issuer and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent the Issuer reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent the Issuer and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parentthe Issuer. In reaching their determination, the Board of Directors of Parent the Issuer may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If, on any period of time (a “Suspension Period”) that date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuing, Parent and continuing under this Indenture (the Restricted Subsidiaries will not be subject to occurrence of the covenants set forth events described in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 the foregoing clauses (other than the first two sentences thereof), 1018, 801(3i) and (4ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), 803(3the restrictions described in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(4) and (4) and clause (b) of shall no longer be applicable to the first sentence of Section 1019 Notes (collectively, the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and calculations the Reversion Date is referred to in this description as the “Suspension Period.” On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(b)(2). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under in Section 1012 4.07 will be made as though the covenant described in Section 1012 4.07 had been in effect prior to, and during, the Suspension Period. As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the entire period of time from the Measurement DateSuspension Period. On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. For purposes of Section 4.08, on the Reversion Date, all Debt Incurred any consensual encumbrances or restrictions of the type specified in Section 4.08(a)(1), (2) or (3) entered into during the Suspension Period will be classified deemed to have been Incurred pursuant to paragraph (a) in effect on the date of this Indenture, so that they are permitted under Section 4.08(b)(1). For purposes of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding 4.10, on the Reversion Date), the unutilized Excess Proceeds amount will be reset to zero. To For purposes Section 4.11, any Affiliate Transaction entered into after the extent such Debt would not be permitted to be Incurred Reversion Date pursuant to paragraph (a) of Section 1010 a contract, agreement, loan, advance or one guaranty with, or for the benefit of, any Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of Company entered into during the clauses set forth in paragraph (b) of Section 1011, such Debt Suspension Period will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time as of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, this Indenture for purposes of facts and circumstances or obligations that were Incurred or otherwise came into existence during Section 4.11(b)(8). During a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determinationPeriod, the Board Company may not designate any of Directors of Parent may, but need not, consult with the Rating Agenciesits Subsidiaries as Unrestricted Subsidiaries.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the QD LLC and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a), 1016, 1017 4.07 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the QD LLC and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent QD LLC and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available under this Indenture with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Datefuture events. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (a) of Section 1010 4.03 such Indebtedness or one of the clauses set forth in paragraph (b) of Section 1010 Disqualified Stock or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after occurred on the Reversion DateDate as a result of any actions taken by QD LLC or the Restricted Subsidiaries during the Suspension Period. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (any such period, a “Suspension Period”) that (i) the ratings assigned to the Securities by both two or more of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one two or both more of the Rating Agencies withdraws its withdraw their ratings or downgrades the ratings assigned no longer assign Investment Grade Ratings to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment gradeInvestment Grade Ratings, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution Board Resolution to such effect adopted in good faith by the Board of Directors of ParentParent (or by a resolution of a duly authorized committee of the Board of Directors of Parent to such effect). In reaching their determination, the Board of Directors of Parent or committee thereof may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on such date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a), 1016, 1017 4.07 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), one or both of ) the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Notes do not have Investment Grade Ratings or a Default or Event of Default occurs and is continuingfrom both Rating Agencies, then Parent the Issuers and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Dutch Issuer shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any such Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after occurred on the Reversion DateDate as a result of any actions taken by the Issuers or the Restricted Subsidiaries during the Suspension Period. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuers shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any such Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Company or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period date following the date of time this Indenture: (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Mxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (iib) no Default or Event of Default has shall have occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that date and the Restricted Subsidiaries will not be subject to the covenants set forth in provisions of this Section 4.18, Sections 10104.07, 10114.08, 10124.09, 10134.10, 1015(i)(a4.11, 4.17 and Section 5.01(a)(4) of this Indenture will be suspended. During any period that the foregoing Sections have been suspended (the “Suspension Period”), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof or the second paragraph of the first sentence definition of Section 1019 (collectively“Unrestricted Subsidiaries.” Notwithstanding the foregoing, if the ratings assigned to the Notes by both such rating agencies should subsequently decline to below Baa3 and BBB- from Mxxxx’x or S&P, respectively, the “Suspended Covenants”). In foregoing covenants will be reinstituted as of and from the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date both such ratings were below investment grade (the “Reversion Date”), one or both of . Calculations under the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 1012 4.07 hereof will be made as though if Section 1012 4.07 hereof had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph (aSection 4.09(b)(2) hereof. In addition, for purposes of Section 1010 4.11 hereof, all agreements and arrangements entered into by the Company or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Company during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on entered into prior to the Measurement Datedate of this Indenture and permitted by Section 4.11(b)(7) hereof, so that it is classified as permitted under and for purposes of Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary 4.08 hereof, all contracts entered into during the Suspension Period would have been prohibited or conditioned upon that contain any of the restrictions contemplated by such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after have been existing on the date of such withdrawal or downgrade, this Indenture. The Company shall promptly upon its occurrence deliver to the Trustee an Officers’ Certificate notifying the Trustee of facts and circumstances or obligations that were Incurred or otherwise came into existence during a the event giving rise to any Suspension Period nor (b) or a Reversion Date, the performance date thereof and identifying the suspended covenants. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or dates of any Suspension Period or Reversion Date and may rely conclusively on such obligations, Officers’ Certificate. The Trustee shall constitute a breach not have any obligation to notify the Holders of the occurrence or dates of any covenant set forth in the Indenture Suspension Period, suspended covenants or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent mayReversion Date, but need not, consult with the Rating Agenciesmay provide a copy of such Officers’ Certificate to any Holder of Notes upon request.

Covenant Suspension. During If, on any period of time (a “Suspension Period”) that date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuing, Parent and continuing under this Indenture (the Restricted Subsidiaries will not be subject to occurrence of the covenants set forth events described in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 the foregoing clauses (other than the first two sentences thereof), 1018, 801(3i) and (4ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), 803(3the restrictions described in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(4) and (4) and clause (b) of shall no longer be applicable to the first sentence of Section 1019 Notes (collectively, the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and calculations the Reversion Date is referred to in this description as the “Suspension Period.” On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the preceding Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(2). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under in Section 1012 4.07 will be made as though the covenant described in Section 1012 4.07 had been in effect prior to, and during, the Suspension Period. As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the entire period of time from the Measurement DateSuspension Period. On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. For purposes of Section 4.08, on the Reversion Date, all Debt Incurred any consensual encumbrances or restrictions of the type specified in Section 4.08 (a)(1), (2) or (3) entered into during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding in effect on the Measurement Datedate of this Indenture, so that it is classified as they are permitted under Section 1010(b)(v) or Section 1011(b)(iii4.08(b)(1). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 4.10, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding During a Suspension Period, the foregoingCompany may not designate any of its Subsidiaries as Unrestricted Subsidiaries. The Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the commencement of any Suspension Period or the occurrence of any Reversion Date promptly after such commencement or occurrence, neither (a) as the continued existencecase may be, after and the date of such withdrawal Trustee shall have no obligation to monitor or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during determine whether a Suspension Period nor (b) the performance of any such obligations, shall constitute or a breach of any covenant set forth in the Indenture Reversion Date has occurred or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time periodexists. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.ARTICLE V

Covenant Suspension. During any period of time (any such period, a “Suspension Period”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent the Issuer and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences sentence thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are is senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent the Issuer and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent the Issuer reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent the Issuer and shall be conclusively evidenced by a board resolution Board Resolution to such effect adopted in good faith by the Board of Directors of Parentthe Issuer (or by a resolution of a duly authorized committee of the Board of Directors of the Issuer adopted in good faith by a duly authorized committee thereof). In reaching their determination, the Board of Directors or board committee of Parent the Issuer may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Dateoccurrence thereof. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Company or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During From and after the first date following the Issue Date (or the first date following any period Covenant Reinstatement Date) on which both (a) the Notes are rated Investment Grade by each of time Xxxxx’x and S&P (a together, the “Suspension PeriodRating Agencies”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (iib) no there does not exist on such date a Default or Event of Default has occurred and is continuingunder this Indenture (collectively, Parent a “Rating Event”), the Company and the Restricted Subsidiaries will not no longer be subject to the covenants set forth contained in Sections 1010Section 3.8, 1011Section 3.9, 1012Section 3.10, 1013Section 3.11, 1015(i)(a)Section 3.12, 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) Section 3.14 and clause (b) of the first sentence paragraph under Section 4.1 of Section 1019 this Indenture (collectively, the “Suspended Covenants”). During any Suspension Period, all references to Restricted Subsidiaries shall be deemed to refer to Subsidiaries. In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as that, following a result of the preceding sentence and, on any subsequent date (the “Reversion Date”)Rating Event, one or both of the Rating Agencies subsequently withdraws its ratings or downgrades the ratings assigned to the Securities Notes below Investment Grade, the required Investment Grade Ratings or a Default or Event of Default occurs Company and is continuing, then Parent and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations from such date (a “Covenant Reinstatement Date”) until the next subsequent Rating Event, if any (a “Covenant Reinstatement Period”). There will not be deemed to have occurred a Default or Event of Default with respect to the amount available Suspended Covenants during a Suspension Period or after that time based solely on events that occurred during such Suspension Period. Compliance with the provisions of Section 3.9 with respect to be made as Restricted Payments under Section 1012 made during a Covenant Reinstatement Period will be made calculated as though Section 1012 3.9 had been in effect during the entire period of time from October 2, 2009. Liens of the Measurement Date. On the Reversion Date, all Debt Incurred Company and its Restricted Subsidiaries outstanding on a Covenant Reinstatement Date that were incurred or deemed to be incurred during the a Suspension Period will be classified to have been Incurred pursuant to paragraph clause (a28)(ii) of Section 1010 or one the definition of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant “Permitted Liens” will be deemed to be reset incurred on such Covenant Reinstatement Date pursuant to zero. Notwithstanding clause (23)(a) of the foregoingdefinition of “Permitted Liens”; provided that if the aggregate amount of Indebtedness secured by such Liens exceeds the aggregate amount permitted under such clause (23)(a) of the definition of “Permitted Liens”, neither (a) the continued existenceLiens securing Indebtedness in excess of such amount will be deemed to be incurred as Permitted Liens under a separate exception therefor, after or if they remain outstanding as of the date of the next subsequent Rating Event, if any, clause (28)(ii) of the definition of “Permitted Liens”. In the event Xxxxx’x or S&P is no longer in existence or issuing ratings, such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief organization may be determined by Parent and shall be conclusively evidenced replaced by a board resolution to such effect adopted nationally recognized statistical rating organization (as defined in good faith Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act or any successor provision) designated by the Board of Directors of Parent. In reaching their determination, Company with notice to the Board of Directors of Parent may, but need not, consult with Trustee and the Rating Agenciesforegoing provisions will apply to the rating issued by the replacement rating agency.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on such date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the IssuersParent and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a), 1016, 1017 4.07 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent the IssuersParent and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), one or both of ) the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Notes do not have Investment Grade Ratings or a Default or Event of Default occurs and is continuingfrom both Rating Agencies, then Parent the IssuersParent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Dutch IssuerParent shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no duty to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor or provide notice to the entire period holders of time from the Measurement Notes of any such Covenant Suspension Event or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 would will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after occurred on the Reversion DateDate as a result of any actions taken by the IssuersParent or the Restricted Subsidiaries during the Suspension Period. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to the Securities all Tranche A Term Loans and Tranche B Term Loans by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent Level 3 and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 10106.01, 10116.02, 10126.03, 10136.04, 1015(i)(a6.06(i)(a), 10166.07, 1017 6.08 (other than the first two sentences thereof), 10186.09, 801(36.13(a)(3) and (4), 803(36.13(c)(3) and (4) and clause (b) of the first sentence of Section 1019 6.10 (collectively, the “Suspended Covenants”). In the event that Parent Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities Loan below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent Level 3 and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 6.03 will be made as though Section 1012 6.03 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 1011 6.02 (in each case to the extent such Debt Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 10116.02, such Debt Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v6.01(b)(v) or Section 1011(b)(iii6.02(b)(iii). If the Incurrence of any Debt Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee had Section 1010 6.01 and Section 1011 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee that are senior to or pari passu with such Debt Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Sales Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Parent Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of ParentLevel 3. In reaching their determination, the Board of Directors of Parent Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes (except as contemplated by the following paragraph) in the rating of the Securities (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). If and while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Securities will be entitled to substantially less covenant protection. In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers will provide written notification to the Trustee of each Covenant Suspension Event and calculations Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the holders of the amount available continuance and termination of any Suspension Period. The Trustee may provide a copy of such notice to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period any holder of time from the Measurement DateSecurities upon request. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 10114.03(b), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date, but excluding the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period would will reduce the amount available to be made as Restricted Payments under Section 4.04(a). However, no Default or Event of Default will be deemed to have been prohibited occurred on the Reversion Date as a result of any actions taken by the Issuer or conditioned upon such its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Subsidiaries during the Suspension Period. The Issuers must comply with Section 1010 and Section 1011 been in effect at the time 4.11 within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During any period of time Following the first day (a “the "Suspension Period”Date") that (ia) the ratings assigned to the Securities by of a series have an Investment Grade Rating from either or both of the Rating Agencies are Investment Grade Ratings and (iib) no Default or Event of Default with respect to such series of Securities has occurred and is continuingcontinuing under this Indenture, Parent the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) 4.05 and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 4.09 (collectively, the “"Suspended Covenants”"). In addition, any Subsidiary Guarantees of the Subsidiary Guarantors in respect of such series of Securities will also be suspended as of the Suspension Date. In the event that Parent the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to a series of Securities for any period of time as a result of the preceding sentence and, on any subsequent date (the “"Reversion Date”"), one (i) a Default or Event of Default with respect to such series of Securities (other than as a result of any breach of the Suspended Covenants) occurs and is continuing or (ii) both of the Rating Agencies withdraws its withdraw their ratings or downgrades downgrade the ratings assigned to the Securities of such series to below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuingRatings, then Parent the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events with respect to such series of Securities and calculations of the amount available to be made as Restricted Payments under Section 1012 any Subsidiary Guarantees will be made reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as though Section 1012 the "Suspension Period." Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Company may not designate any Subsidiary as an Unrestricted Subsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect during the entire period of time from the Measurement Datefor any period. On the Reversion Date, all Debt Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph Section 4.03(a) or Section 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness would not be so permitted to be Incurred pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(3). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would have been prohibited or conditioned upon such will reduce the amount available to be made as Restricted Subsidiary entering into a Note Guarantee Payments under Section 4.04(a) and an Offering Proceeds Note Guarantee had the items specified in subclauses (4)(C)(i) through (4)(C)(iv) of Section 1010 and 4.04(a) will increase the amount available to be made under Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date4.04(a). For purposes of determining compliance with Section 1016 on the Reversion Date4.05(a), the amount of Net Available Proceeds Cash from all Asset Sales Dispositions not applied in accordance with the covenant Section 4.05 will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 4.11 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). If and while the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available under this Indenture with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Datefuture events. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph Section 4.03(a) or 4.03(b) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b4.03(b) of Section 1010 such Indebtedness or paragraph (a) of Section 1011 Disqualified Stock or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(ii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would will reduce the amount available to be made as Restricted Payments under Section 4.04(a). In addition, for purposes of Section 4.07, 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 prohibited entered into on or conditioned upon prior to the Issue Date and for purposes of Section 4.05, all contracts entered into during the Suspension Period prior to such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Reversion Date that contain any of the restrictions contemplated by such Section 1010 and Section 1011 will be deemed to have been in effect at existing on the time Issue Date. As described above, however, no Default or Event of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior Default will be deemed to or pari passu with such Debt within ten days after have occurred on the Reversion DateDate as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding The Issuer shall provide an Officer’s Certificate to the foregoingTrustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, neither (aii) make any determination regarding the continued existence, after impact of actions taken during the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor on the Issuer’s future compliance with its covenants or (biii) notify the performance holders of any such obligations, shall constitute a breach of any covenant set forth in the Indenture Covenant Suspension Event or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time periodReversion Date. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of ParentSECTION 4.17. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies[Intentionally Omitted].

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a), 1016, 1017 4.07 and 5.01(a)(iv) (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent and while the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide notice to the Trustee of any Covenant Suspension Event or any Reversion Date, but neither the Issuer nor the Trustee shall be required to notify the holders of Notes of any Covenant Suspension Event. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1012 4.04 will be made as though Section 1012 4.04 had been in effect during since the entire period of time from Issue Date and prior to, but not during, the Measurement DateSuspension Period. On the Reversion DateAccordingly, all Debt Incurred Restricted Payments made during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of not reduce the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted amount available to be Incurred thereunder made as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion DateRestricted Payments under Section 4.04(a). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) No Default or Event of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Default will be deemed to have been outstanding occurred on the Measurement Date, so that it is classified Reversion Date as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence a result of any Debt actions taken by a the Issuer or the Restricted Subsidiary Subsidiaries during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion DatePeriod. For purposes of determining compliance with Section 1016 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During Notwithstanding any period provision of this Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings and control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency), (iib) no Default or Event of Default has shall have occurred and is continuing, Parent continuing under this Indenture and (c) the Restricted Subsidiaries will not be subject Issuer has delivered to the covenants set forth in Trustee an Officer’s Certificate certifying to such events, then beginning on that day, Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a4.10, 4.11, 4.16, 4.17 and 5.01(a)(4) of this Indenture will no longer be applicable to the Notes and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections (such period, a “Suspension Period”), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”)Notes will be entitled to substantially less covenant protection. In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for of any period of time Suspension Period as a result of the preceding sentence andforegoing, and on any subsequent date (the such date, a “Reversion Date”) the Notes are no longer 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 Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency), one or both of then the Rating Agencies withdraws Issuer and its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to such covenants under this Indenture with respect to future events. The Issuer shall promptly upon its occurrence deliver to the Suspended Covenants and calculations Trustee, an Officer’s Certificate notifying the Trustee of the amount available occurrence of any Suspension Date or Reversion Date, and the date thereof. The Trustee shall not have any obligation to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during monitor the entire period occurrence or dates of time from any Suspension Date or Reversion Date or to independently determine or verify if such events have occurred and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the Measurement Holders of the occurrence or dates of any Suspension Date or Reversion Date. On the each Reversion Date, all Debt Indebtedness Incurred during the Suspension Period will be classified to have as having been Incurred incurred pursuant to paragraph the covenants described below under Section 4.09 hereof (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt Indebtedness would be permitted to be Incurred incurred or issued thereunder as of the Reversion Date and after giving effect to Debt Incurred Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness would not be so permitted to be Incurred incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 10114.09 hereof, such Debt Indebtedness will be deemed to have been outstanding on the Measurement Datedate of this Indenture, so that it is classified as permitted under Section 1010(b)(v4.09(b)(2) or hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1011(b)(iii). If 4.07 hereof will be made as though such covenant had been in effect since the Incurrence date of this Indenture and prior, but not during, the Suspension Period; provided that any Debt by a Subsidiaries designated as Restricted Subsidiary Subsidiaries during the Suspension Period would 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 Section 4.17 hereof. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07 hereof. In addition: (i) for purposes of Section 4.11 hereof, 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 prohibited entered into prior to the date of this Indenture; (ii) for purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof and (iii) for purposes of Section 4.12 hereof, any Lien incurred during a Suspension Period will be deemed to have been incurred pursuant to clause (7) of the definition of “Permitted Liens.” No Default or conditioned upon such Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Subsidiaries during the time Suspension Period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer shall comply with the terms of Section 4.16 hereof and with the terms set forth under Section 11.02(c) hereof. For purposes of determining compliance with Section 1016 4.10 hereof on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Acquisition Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a4.07, 4.11, 5.01(a)(iv), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3and 5.01(b) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and calculations the Reversion Date is referred to as the “Suspension Period.” The Issuer shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five (5) Business Days of the amount available occurrence thereof. Additionally, during a Suspension Period the Issuer will no longer be permitted to be made designate any Restricted Subsidiary as Restricted Payments under Section 1012 will be made an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as though Section 1012 an Unrestricted Subsidiary if a Suspension Period had not been in effect during the entire for any period of time from the Measurement Date. On and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to Section 4.04(c) at the time of such designation. On each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness or Disqualified Stock or Preferred Stock Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSection 4.03(a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date or Acquisition Date, as applicable, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Acquisition Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a) (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in Section 4.05(a) or 4.05(b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date or Acquisition Date, as applicable, so that they are permitted under Section 4.05(1)(A). For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date or Acquisition Date, as applicable, for purposes of Section 4.07(b)(vi). For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Company and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 10164.11, 1017 (other than the first two sentences thereof), 1018, 801(35.01(a)(iv) and 5.01(b) (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, collectively the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Company shall deliver to the Trustee an Officers’ Certificate indicating the occurrence of each Covenant Suspension Event or Reversion Date within five Business Days of the amount available occurrence thereof. The Trustee shall have no obligation to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of any actions taken during the entire period Suspension Period or the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the holders of time from the Measurement any Suspended Covenants or Reversion Date. On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted under this Indenture at such time, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Company must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vii) thereof. For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period date following the date of time this Indenture: (a “Suspension Period”) that (ia) the ratings assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Securities by both Notes for reasons outside of the Rating Agencies are Investment Grade Ratings control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (iib) no Default or Event of Default has shall have occurred and is continuingbe continuing under this Indenture as of the date of delivery of the Officers’ Certificate referred to below, Parent then, upon delivery by the Company of an Officers’ Certificate to the foregoing effect, and the Restricted Subsidiaries will not be subject to the covenants set forth in provisions of this Section 4.18, Sections 10104.07, 10114.08, 10124.09, 10134.10, 1015(i)(a4.11, 4.17 and Section 5.01(a)(4) of this Indenture will be suspended. During any period that the foregoing Sections have been suspended (the “Suspension Period”), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof or the second paragraph of the first sentence definition of Section 1019 (collectively“Unrestricted Subsidiaries.” Notwithstanding the foregoing, if the ratings assigned to the Notes by both such rating agencies should subsequently decline to below Baa3 and BBB- from Xxxxx’x and S&P, respectively, the “Suspended Covenants”). In foregoing covenants will be reinstituted as of and from the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date both such ratings were below investment grade (the “Reversion Date”), one or both of . Calculations under the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under reinstated Section 1012 4.07 hereof will be made as though if Section 1012 4.07 hereof had been in effect during since the entire period date of time from the Measurement Datethis Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph (aSection 4.09(b)(2) hereof. In addition, for purposes of Section 1010 4.11 hereof, all agreements and arrangements entered into by the Company or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Company during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on entered into prior to the Measurement Datedate of this Indenture and permitted by Section 4.11(b)(7) hereof, so that it is classified as permitted under and for purposes of Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary 4.08 hereof, all contracts entered into during the Suspension Period would have been prohibited or conditioned upon that contain any of the restrictions contemplated by such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after have been existing on the date of such withdrawal or downgrade, this Indenture. The Company shall promptly upon its occurrence deliver to the Trustee an Officers’ Certificate notifying the Trustee of facts and circumstances or obligations that were Incurred or otherwise came into existence during a the commencement of any Suspension Period nor (b) or a Reversion Date, the performance date thereof and identifying the suspended covenants. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or dates of any Suspension Period or Reversion Date and may rely conclusively on such obligations, Officers’ Certificate. The Trustee shall constitute a breach not have any obligation to notify the Holders of the occurrence or dates of any covenant set forth in the Indenture Suspension Period, suspended covenants or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent mayReversion Date, but need not, consult with the Rating Agenciesmay provide a copy of such Officers’ Certificate to any Holder of Notes upon request.

Covenant Suspension. During Notwithstanding any period provision of this Indenture or of the Notes to the contrary, if at any time following the Escrow Release Date (a) the Notes are rated (by at least two out of three Rating Agencies) Baa3 or better by Xxxxx’x, BBB- or better by S&P and BBB- or better by Fitch (or, if any such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency) (an “Suspension PeriodInvestment Grade Rating”) that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (iib) no Default or Event of Default has shall have occurred and is continuing, Parent and be continuing under this Indenture then upon delivery by the Restricted Subsidiaries will not be subject Company to the covenants set forth in Trustee of an Officers’ Certificate certifying to such events, Sections 10104.07, 10114.08, 10124.09, 10134.10, 1015(i)(a4.11, 4.16 (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Period (as defined herein)), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) 4.17 and (4), 803(3) and (4) and clause (b5.01(a)(4) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent and the Restricted Subsidiaries are not subject this Indenture will be suspended with respect to the Suspended Covenants for Notes. During any period of time as a result of that the preceding sentence and, on any subsequent date foregoing covenants have been suspended (the “Reversion DateSuspension Period”), one the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 or both the second paragraph of the Rating Agencies withdraws its ratings or downgrades definition of “Unrestricted Subsidiaries.” Notwithstanding the ratings assigned foregoing, if the Notes cease to the Securities below the required have an Investment Grade Ratings or a Default or Rating, the foregoing covenants will be reinstituted as of and from the date of such occurrence, except that no Default, Event of Default occurs and is continuing, then Parent and or breach of any kind shall be deemed to exist under this Indenture or the Restricted Subsidiaries will thereafter again be subject Notes with respect to the Suspended Covenants suspended covenants based on, and calculations none of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 Company or any of its Subsidiaries shall have any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable covenants had been remained in effect during such period (or after the entire period reinstatement date based solely on contractual obligations or other events arising during the Suspension Period). For purposes of time from calculations under the Measurement Datereinstated Section 4.07, Restricted Payments will made during a Suspension Period will be disregarded. On the Reversion DateFurthermore, all Debt Incurred Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to paragraph clause (a2) of the definition of “Permitted Debt.” In addition, for purposes of Section 1010 4.11, all agreements and arrangements entered into by the Company or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Company during the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on entered into prior to the Measurement Issue Date, so that it is classified as permitted under and for purposes of Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary 4.08, all contracts entered into during the Suspension Period would have been prohibited or conditioned upon that contain any of the restrictions contemplated by such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset have been existing on the Issue Date. The Company shall deliver to zerothe Trustee an Officers’ Certificate notifying it of a Suspension Period or termination thereof. Notwithstanding the foregoing, neither The Trustee shall have no duty to (a) monitor the continued existenceratings of the Notes, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during (b) determine whether a Suspension Period nor or termination thereof has occurred, (bc) the performance notify Holders of any such obligations, shall constitute a breach of any covenant set forth in the Indenture foregoing or cause a Default or Event of Default thereunder; provided, however, that (1d) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within determine the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent mayconsequences thereof, but need not, consult with the Rating Agenciesmay provide a copy of such Officers’ Certificate to any Holder upon request.

Covenant Suspension. During If at any period of time (a “Suspension Period”) that after the Effective Date: (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Parent then until the end of the Suspension Period (as defined below) the Issuer and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010Section 4.03, 1011Section 4.04, 1012Section 4.05, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) Section 4.07 and (4), 803(3) and (4) and clause (bSection 5.01(iv) of the first sentence of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In the event that Parent the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire future events. The period of time from between the Measurement DateCovenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reversion Date, all Debt Incurred Indebtedness incurred or Preferred Stock issued, during the Suspension Period will be classified to have as having been Incurred incurred or issued pursuant to paragraph Section 4.03(a) or Section 4.03(c) (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt Indebtedness or Preferred Stock would be permitted to be Incurred incurred or issued thereunder as of the Reversion Date and after giving effect to Debt Incurred Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Preferred Stock would not be so permitted to be Incurred incurred or issued pursuant to paragraph (aSection 4.03(a) of or Section 1010 4.03(c) such Indebtedness or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(c)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary 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 would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at will reduce the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed amount available to be reset made as Restricted Payments under Section 4.04(a)(3) and the items specified in Section 4.04(a)(3)(v) through (3)(z) will increase the amount available to zerobe made under Section 4.04(a)(i). Notwithstanding the foregoingAs described above, neither (a) the continued existencehowever, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a no Default or Event of Default thereunder; provided, however, that (1) Parent and will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist during the Suspension Period. The Issuer will notify the Trustee in anticipation an Officers’ Certificate of a withdrawal or downgrade below investment gradeCovenant Suspension Event and of a Reversion Date, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within promptly after the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesoccurrence thereof.

Covenant Suspension. During any period of time (a “Suspension Period”) that (i) the ratings assigned to the Securities all Tranche A Term Loans, Tranche B Term Loans, Tranche B II Term Loans, Tranche B III Term Loans, Tranche B 2019 Term Loans, Tranche B 2016 Term Loans and Tranche B-II 2019 Term Loans by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent Level 3 and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 10106.01, 10116.02, 10126.03, 10136.04, 1015(i)(a6.06(i)(a), 10166.07, 1017 6.08 (other than the first two sentences thereof), 10186.09, 801(36.13(a)(3) and (4), 803(36.13(c)(3) and (4) and clause (b) of the first sentence of Section 1019 6.10 (collectively, the “Suspended Covenants”). In the event that Parent Level 3 and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, 118 on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities Loan below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent Level 3 and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 6.03 will be made as though Section 1012 6.03 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 1011 6.02 (in each case to the extent such Debt Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 6.01 or one of the clauses set forth in paragraph (b) of Section 1010 6.01 or paragraph (a) of Section 1011 6.02 or one of the clauses set forth in paragraph (b) of Section 10116.02, such Debt Indebtedness will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v6.01(b)(v) or Section 1011(b)(iii6.02(b)(iii). If the Incurrence of any Debt Indebtedness by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee had Section 1010 6.01 and Section 1011 6.02 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee that are senior to or pari passu with such Debt Indebtedness within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 6.07 on the Reversion Date, the Net Available Proceeds from all Asset Sales Dispositions not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture Agreement or cause a Default or Event of Default thereunder; provided, however, that (1) Parent Level 3 and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent Level 3 reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee of the Obligations and an Offering a Loan Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent Level 3 and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of ParentLevel 3. In reaching their determination, the Board of Directors of Parent Level 3 may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time date (a “Suspension Period”) that (ia) the ratings rating assigned to the Securities Notes by both of the Rating Agencies are S&P and Xxxxx’x is an Investment Grade Ratings and Rating, (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, Parent then beginning on such date the Company and the its Restricted Subsidiaries will not no longer be subject to the covenants set forth in provisions of Sections 10103.09, 10114.07, 10124.08, 10134.09, 1015(i)(a)4.10, 10164.11, 1017 (other than the first two sentences thereof)4.16, 1018, 801(3) and (4), 803(3) and (4) and clause (bd) of the first sentence Section 5.01 of Section 1019 this Indenture (collectively, the “Suspended Covenants”). In ; provided, however, that the event that Parent Company and the its Restricted Subsidiaries are not will remain subject to the Suspended Covenants for any period of time as a result all of the preceding sentence andother provisions of this Indenture. After the foregoing covenants have been suspended, on the Company may not designate any subsequent date (of its Subsidiaries as Unrestricted Subsidiaries pursuant to the “Reversion Date”)definition of Unrestricted Subsidiary. Thereafter, one if either S&P or both of the Rating Agencies Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings or a Default or Event of Default occurs Rating so that the Notes do not have an Investment Grade Rating from both S&P and is continuingXxxxx’x, then Parent the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants and calculations of the amount available with respect to be made as Restricted Payments under Section 1012 made after the Reinstatement Date will be made calculated in accordance with the terms of Section 4.07 as though Section 1012 such covenants had been in effect during the entire period of time from which the Measurement DateNotes are issued. On The Company shall send written notice to the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one Trustee upon commencement of the clauses set forth in paragraph (b) occurrence of Section 1010 or paragraph (a) of Section 1011 or one any Reinstatement Date; provided that the failure to so notify the Trustee shall not be a default under this Indenture. The Trustee shall have no duty to monitor the ratings of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would Notes, shall not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on any knowledge of the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If ratings of the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee Notes and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within no duty to notify the specified time period. For purposes of clauses (1) and (2) in Holders if the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating AgenciesNotes achieve Investment Grade Ratings.

Covenant Suspension. During any period of time (a “"Suspension Period”") that (i) the ratings assigned to the Securities by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of Default has occurred and is continuing, Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 (other than the first two sentences thereof), 1018, 801(3) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “"Suspended Covenants”"). In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “"Reversion Date”"), one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations of the amount available to be made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect during the entire period of time from the Measurement Date. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.

Covenant Suspension. During If on any period of time date following the Issue Date (a “Suspension Period”) that (ia) the ratings assigned to the Securities Notes are rated Investment Grade by both of the Rating Agencies are Investment Grade Ratings and (iib) no Default or Event of Default has shall have occurred and is be continuing, Parent then, beginning on that day (a “Covenant Suspension Date”) and the Restricted Subsidiaries will not be subject to the covenants set forth in provisions of the following paragraph, Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a4.07, 4.11 (but only with respect to any Person that is required to become a Note Guarantor after the applicable Covenant Suspension Date), 1016, 1017 (other than the first two sentences thereof), 1018, 801(34.13 and 5.01(a)(iii) and (4), 803(3b)(iii) and shall be suspended (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). ): During any period that the foregoing covenants are suspended, the Parent Guarantor’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of “Unrestricted Subsidiary.” In the event that the Parent Guarantor and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), one or both of ) any Rating Agency no longer rates the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities below the required Notes as Investment Grade Ratings or a Default or Event of Default occurs and is continuingGrade, then the Parent Guarantor and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period with respect to any Suspended Covenant). The Issuer shall provide the Trustee with written notice of each Covenant Suspension Date or Reversion Date within five Business Days of the occurrence thereof. The Trustee shall have no duty to monitor or provide notice to the holders of the Notes or any other Person of any such Covenant Suspension Date or Reversion Date. On the Reversion Date, all Indebtedness incurred and calculations Disqualified Stock issued during the Suspension Period shall be classified to have been incurred or issued pursuant to Section 4.03(b)(iv) and the amount of Excess Proceeds shall be reset to zero. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1012 will 4.04 shall be made as though Section 1012 4.04 had been in effect during since the entire period of time from Issue Date and prior to, but not during, the Measurement DateSuspension Period. On the Reversion DateAccordingly, all Debt Incurred Restricted Payments made during the Suspension Period will shall not reduce the amount available to be classified to have been Incurred pursuant to paragraph (a) made as Restricted Payments under Section 4.04(a). In addition, for purposes of Section 1010 4.07, all agreements and arrangements entered into by the Parent Guarantor or one any Restricted Subsidiary with an Affiliate of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to Parent Guarantor during the Suspension Period and outstanding on the prior to such Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will Date shall be deemed to have been outstanding entered into on or prior to the Measurement Datedate of this Indenture and for purposes of Section 4.05, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary all contracts entered into during the Suspension Period would have been prohibited or conditioned upon prior to such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at Reversion Date that contain any of the time of restrictions contemplated by such Incurrence, such Restricted Subsidiary covenant shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after have been existing as of the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesthis Indenture.

Covenant Suspension. During any period of time that: (a “Suspension Period”) that (ia) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from at least two Rating Agencies, and (iib) no Default or Event of Default has occurred and is continuingcontinuing under this Indenture, Parent (i) the Note Guarantees will be automatically and unconditionally released and discharged (to the extent that guarantees by the Guarantors of all other Pari Passu Indebtedness are substantially concurrently released), (ii) the amount of Excess Proceeds shall be reset at zero, and (iii) the Company and the Restricted Subsidiaries will not be subject to the covenants set forth in Sections 1010following provisions of this Indenture: Section 4.04, 1011Section 4.05, 1012Section 4.07, 1013Section 4.08, 1015(i)(a)Section 4.09, 1016Section 4.11, 1017 (other than the first two sentences thereof)Section 4.14, 1018, 801(3) and (4), 803(3) and (4) Section 4.20 and clause (bc) of the first sentence of Section 1019 5.01 (collectively, the “Suspended Covenants” and the period of time that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants, the “Suspension Period”). In the event that Parent the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, on any subsequent date (the “Reversion Date”)subsequently, one two or both more of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities Notes below the required Investment Grade Ratings (the date of such ratings withdrawal or a Default or Event of Default occurs and is continuingdowngrade, the “Reversion Date”), then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations for all periods after the Reversion Date and, furthermore, for the purpose of compliance with the provisions of 68 Section 4.05 with respect to Restricted Payments made after the Reversion Date, the amount available to be made as of Restricted Payments made shall be calculated as though Section 4.05 had been in effect prior to, but not during, the Suspension Period, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the Suspension Period (or after that time based solely on events that occurred during that time). The Company will promptly give the Trustee written notice of any such suspension of covenants. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. Solely for the purpose of determining the amount of Permitted Liens under Section 1012 will 4.06 during any Suspension Period and without limiting the Company’s or any Restricted Subsidiary’s ability to Incur Debt during any Suspension Period, to the extent that calculations in Section 4.06 refer to Section 4.04, such calculations shall be made as though Section 1012 had been 4.04 remains in effect during the entire period of time from the Measurement DateSuspension Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph clause (a10) of the definition of “Permitted Debt” in Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding on the Measurement Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date4.04. For purposes of determining compliance with Section 1016 4.07 on the Reversion Date, the Net Available Proceeds Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. Notwithstanding On the foregoingReversion Date, neither (a) for purposes of determining compliance with Section 4.09, all agreements and arrangements entered into by the continued existence, after Company or any Restricted Subsidiary with an Affiliate of the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence Company during a the Suspension Period nor shall be deemed to have been entered into pursuant to clause (bf) of Section 4.09 and for purposes of determining compliance with Section 4.08, all contracts entered into during the performance Suspension Period that contain any of the restrictions contemplated by such covenant shall be deemed to have been entered into pursuant to clause (5) of Section 4.08. No Subsidiaries may be designated as Unrestricted Subsidiaries during any Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any such obligationsfailure to comply with the Suspended Covenants during any Suspension Period and the Company and any Subsidiary of the Company will be permitted, shall constitute a breach of any covenant set forth in the Indenture or cause without causing a Default or Event of Default thereunder; providedor breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, howeverto honor, that (1) Parent and its Restricted Subsidiaries did not Incur comply with or otherwise cause such facts and circumstances perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to exist consummate the transactions contemplated thereby; provided that, to the extent any such commitment or obligation results in anticipation the making of a withdrawal or downgrade below investment gradeRestricted Payment, such Restricted Payment shall be made under Section 4.05 and, if not permitted under Section 4.05, such Restricted Payment shall be deemed permitted by clause (2c) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within of the specified time period. For purposes first paragraph of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent Section 4.05 and shall be conclusively evidenced by a board resolution deducted for purposes of calculating the amount pursuant to such effect adopted in good faith by clause (c) (which may not be less than zero). The Company will give the Board Trustee written notice of Directors any occurrence of Parenta Reversion Date. In reaching their determinationAfter any such notice of the occurrence of a Reversion Date, the Board of Directors of Parent may, but need not, consult with Trustee shall assume that the Rating AgenciesSuspended Covenants apply and are in full force and effect. Section 4.02.

Covenant Suspension. During If, on any period of time (a “Suspension Period”) that date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuing, Parent and continuing under this Indenture (the Restricted Subsidiaries will not be subject to occurrence of the covenants set forth events described in Sections 1010, 1011, 1012, 1013, 1015(i)(a), 1016, 1017 the foregoing clauses (other than the first two sentences thereof), 1018, 801(3i) and (4ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), 803(3the restrictions described in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(4) and (4) and clause (b) of shall no longer be applicable to the first sentence of Section 1019 Notes (collectively, the “Suspended Covenants”). In the event that Parent 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and calculations the Reversion Date is referred to in this description as the “Suspension Period.” On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the preceding Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(b)(2). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under in Section 1012 4.07 will be made as though the covenant described in Section 1012 4.07 had been in effect prior to, and during, the Suspension Period. As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the entire period of time from the Measurement DateSuspension Period. On and after each Reversion Date, the Company and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. For purposes of Section 4.08, on the Reversion Date, all Debt Incurred any consensual encumbrances or restrictions of the type specified in Section 4.08(a)(1), (2) or (3) entered into during the Suspension Period will be classified to have been Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to paragraph (a) of Section 1010 or one of the clauses set forth in paragraph (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011, such Debt will be deemed to have been outstanding in effect on the Measurement Datedate of this Indenture, so that it is classified as they are permitted under Section 1010(b)(v) or Section 1011(b)(iii4.08(b)(1). If the Incurrence of any Debt by a Restricted Subsidiary during the Suspension Period would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been in effect at the time of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date. For purposes of determining compliance with Section 1016 4.10, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding During a Suspension Period, the foregoingCompany may not designate any of its Subsidiaries as Unrestricted Subsidiaries. The Company shall deliver an Officer’s Certificate to the Trustee notifying the Trustee of the commencement of any Suspension Period or the occurrence of any Reversion Date promptly after such commencement or occurrence, neither (a) as the continued existencecase may be, after and the date of such withdrawal Trustee shall have no obligation to monitor or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during determine whether a Suspension Period nor (b) the performance of any such obligations, shall constitute or a breach of any covenant set forth in the Indenture Reversion Date has occurred or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agenciesexists.

Covenant Suspension. During If, on any period of time (a “Suspension Period”) that date following the Issue Date, (i) the ratings assigned to the Securities by both of the Rating Agencies are Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuingcontinuing 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”), Parent and subject to the provisions of the following paragraph, then, beginning on that day, the Issuer and the Restricted Subsidiaries will shall not be subject to the covenants set forth in Sections 10104.03, 10114.04, 10124.05, 10134.06, 1015(i)(a)4.07, 1016, 1017 (other than the first two sentences thereof), 1018, 801(34.11 and 5.01(a)(iv) and (4), 803(3) and (4) and clause (b) of the first sentence of Section 1019 (collectively, the “Suspended Covenants”). In the event that Parent the 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 preceding sentence andforegoing, and on any subsequent date (the “Reversion Date”), ) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Securities Notes below the required an Investment Grade Ratings or a Default or Event of Default occurs and is continuingRating, then Parent the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and calculations under this Indenture with respect to future events. The Issuer shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five (5) Business Days of the amount available occurrence thereof. During the Suspension Period, the Issuer may not designate or redesignate any Unrestricted Subsidiaries. During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 (including, without limitation, Permitted Liens) to the extent provided for in such covenant 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 made as Restricted Payments under Section 1012 will be made as though Section 1012 had been in effect applicable during the entire period Suspension Period (but solely for purposes of time from the Measurement DateSection 4.12 and for no other covenant). On the each Reversion Date, all Debt Incurred Indebtedness 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 paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011 (in each case to the extent such Debt 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 Debt Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to paragraph (aSections 4.03(a) of Section 1010 or one of the clauses set forth in paragraph and (b) of Section 1010 or paragraph (a) of Section 1011 or one of the clauses set forth in paragraph (b) of Section 1011), such Debt Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Measurement Issue Date, so that it is classified as permitted under Section 1010(b)(v) or Section 1011(b)(iii4.03(b)(iii). If Calculations made after the Incurrence Reversion Date of any Debt by a the amount available to be made as Restricted Subsidiary Payments under Section 4.04 will be made as though Section 4.04 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 made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been prohibited or conditioned upon such Restricted Subsidiary entering into a Note Guarantee and an Offering Proceeds Note Guarantee had Section 1010 and Section 1011 been permitted if the applicable Suspended Covenants remained in effect at the time during such period. Within 30 days of such Incurrence, such Restricted Subsidiary shall enter into a Note Guarantee and an Offering Proceeds Note Guarantee that are senior to or pari passu with such Debt within ten days after the Reversion Date, the Issuer must comply with the terms of Section 4.11. For purposes of determining compliance with Section 1016 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vi) thereof. For purposes of Section 4.06, on the Reversion Date, the Net Available unutilized Excess Proceeds from all Asset Sales not applied in accordance with the covenant amount will be deemed to be reset to zero. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, 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 in the Indenture or cause a Default or Event of Default thereunder; provided, however, that (1) Parent and its Restricted Subsidiaries did not Incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade below investment grade, (2) Parent reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade and (3) if so required each Restricted Subsidiary shall have entered into a Note Guarantee and an Offering Proceeds Note Guarantee within the specified time period. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by Parent and shall be conclusively evidenced by a board resolution to such effect adopted in good faith by the Board of Directors of Parent. In reaching their determination, the Board of Directors of Parent may, but need not, consult with the Rating Agencies.