Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. If on any date following the Issue Date, (i) the Securities have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the Securities. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then 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 the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. If From and after the first date on any date following the Issue Date, which both (ia) the Securities have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (“S&P” and together with Moody’s the “Rating Agencies Agencies”) and (iib) no there shall not exist a Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), the covenants in Company and the Restricted Subsidiaries will no longer be subject to Sections 4.34.05, 4.44.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 4.18, 4.19 4.14 and 5.1(a)(iiclause (d) of this Indenture the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”) ); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will not be applicable subject to Section 4.16 hereof. Upon the Securitiesoccurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating rating or downgrade the rating assigned to the Securities Notes to below an Investment Grade Ratingrating then, then following the Reversion Date, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to future eventsSection 4.16. The period of time between the Covenant Suspension Event Date and the Reversion Date is referred to in this description as the “Suspension Period”.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. On each Reversion DateIn the event of any such reinstatement, all Indebtedness incurred during no action taken or omitted to be taken by the Suspension Period Company or any of its Restricted Subsidiaries prior to such reinstatement will be classified as having been incurred pursuant give rise to clause (3) a Default or Event of the definition of Permitted IndebtednessDefault hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 4.05 will be made as though the such covenant described under Section 4.3 had been in effect since the Issue Date and throughout during the Suspension Period. AccordinglyFor purposes of Section 4.07, Restricted Payments made all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will reduce be classified to have been incurred or issued pursuant to clause (b) of the amount available to be made as Restricted Payments under the first second paragraph of Section 4.34.07. As described aboveFor purposes of Section 4.10, howeveron the Reversion Date, no Default or Event any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Default will Holders pursuant to the requirements of Section 4.16, shall be deemed to have occurred been outstanding on the Reversion Issue Date so that it is classified as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any permitted under clause (5) of the Suspended Covenants. Additionally, for definition of “Permitted Lien.” For purposes of Section 4.184.06, the Net Proceeds Trigger will be reset to zero on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. During For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a Suspension Period, nationally recognized statistical rating organization (as defined in the Issuer may not designate any of its Subsidiaries as Unrestricted SubsidiariesSecurities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. If on During any date following the Issue Date, period of time that (i) the Securities Notes have Investment Grade Ratings Rating from at least two one (1) Rating Agencies Agency and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Company and its Restricted Subsidiaries will not be subject to Sections 4.33.12, 4.43.13, 4.123.14, 4.133.15, 4.143.16, 4.183.18, 4.19 3.19 and 5.1(a)(ii4.1(a)(3) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the Securities). In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Reinstatement Date”) one or both of the relevant Rating Agencies withdraw their Agency withdraws its Investment Grade Rating or downgrade the downgrades its rating assigned to the Securities Notes below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Notes no longer have Investment Grade Rating from at least one (1) Rating Agency, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, unless and until the Notes subsequently attain an Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence (in which case the Suspended Covenants will again be suspended for such time that the Notes maintain Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence); provided, however, that no Default or Event of Default or breach of any kind shall be deemed to exist under this the Indenture or the Notes with respect to future eventsthe Suspended Covenants based on, and neither the Company nor any of its Restricted Subsidiaries will bear any liability with respect to the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any legal or contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the Covenant Suspension Event Date and the Reversion Reinstatement Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during Notwithstanding that the Suspension Period will Suspended Covenants may be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described above, howeverreinstated, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any action a failure to comply with the Suspended Covenants during the Suspension Period (or inaction taken upon termination of the Suspension Period or not taken by the Issuer or the Restricted Subsidiaries after that time based solely on events that occurred during the Suspension Period.) On the Reinstatement Date, to the extent any Indebtedness Incurred during the Suspension Period would not be so permitted to be Incurred pursuant to the first or second paragraph of Section 3.12, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any it is classified under clause (2)(a) of the Suspended Covenants. Additionally, for purposes second paragraph of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries3.12.

Suspension of Covenants. If on During any date following period when the Issue Date, (i) the Securities Notes have an Investment Grade Ratings Rating from at least two either Rating Agencies Agency and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)continuing, the covenants in Company and its Restricted Subsidiaries shall not be subject to Sections 4.33.09, 4.44.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.18, 4.19 4.16(a)(i) and 5.1(a)(ii5.01(a)(iv) of this Indenture (collectively, the “Suspended Covenants”) will ); provided, however, that the provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be applicable to the Securities. In the event so suspended; and provided, further, that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of ratings assigned to the Rating Agencies withdraw their Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from either Rating Agency, or downgrade the rating assigned a Default (other than with respect to the Securities below an Investment Grade RatingSuspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.3 will be made 4.08 as though the covenant described under Section 4.3 such covenants had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce entire period of time from which the amount available to be made as Restricted Payments under the first paragraph of Section 4.3Notes are issued. As described aboveIn addition, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of during any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if period when the Suspended Covenants were are suspended the Issuers will not suspended, resulted in a breach of, be permitted to designate or default under, redesignate any of the Suspended Covenantstheir Subsidiaries pursuant to Section 4.14. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset Back to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.Contents

Suspension of Covenants. If on any date following the Issue Date, (i) the Securities of a series have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to such series of the Securities. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to Securities of a series for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities of such series below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to such series of Securities with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified classified, with respect to the applicable series of Securities, as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made made, with respect to the applicable series of Securities, as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period Period, with respect to the applicable series of Securities, will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described above, however, no Default or Event of Default Default, with respect to the applicable series of Securities, will be deemed to have occurred on the Reversion Date as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger Trigger, with respect to the applicable series of Securities, will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not not, with respect to the applicable series of Securities, designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. If on During any date following period of time that the Issue Date, (i) the Securities Notes have an Investment Grade Ratings Rating from at least two both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenturecontinuing, thenthe Company, beginning on such day the Parent and continuing at all times thereafter until the Reversion DateRestricted Subsidiaries shall not be subject to Sections 4.07, as defined below (the occurrence of the events described in the foregoing clauses (i4.08, 4.09, 4.10, 4.11, 4.14(i)(A), 5.01(a)(3) and (ii5.01(c)(iii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “"Suspended Covenants”) will "); provided, however, such Sections shall not be applicable to suspended if the Securities. In Investment Grade Rating was obtained directly or indirectly by the event Company's merger, consolidation or otherwise with a person that had an Investment Grade Rating from either or both Rating Agencies and the Company Notes at such time did not have an Investment Grade Rating from both Rating Agencies; and provided further, that if the Company, the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingthis Section 4.18 and, and on any subsequent date (the “Reversion Date”) one or both subsequently, either of the Rating Agencies withdraw their withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating Agencies, or downgrade the rating assigned a Default (other than with respect to the Securities below an Investment Grade RatingSuspended Covenants) occurs and is continuing, then the Company Company, the Parent and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the "Reinstatement Date"). Compliance with the Suspended Covenants with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations Restricted Payments made after the Reversion Reinstatement Date of the amount available to shall be made as Restricted Payments under calculated in accordance with Section 4.3 will be made 4.08 as though the covenant described under Section 4.3 4.08 had been in effect since during the entire period of time from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. If on During any date following the Issue Date, period of time that (ia) the Securities have applicable series of Notes has an Investment Grade Ratings Rating from at least two both Rating Agencies and (iib) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant "Suspension Event”Period"), the covenants in Company and its Restricted Subsidiaries shall not, as to such series of Notes, be subject to the provisions of Sections 4.34.07, 4.44.08, 4.124.09, 4.134.10, 4.144.11, 4.18, 4.19 4.12 and 5.1(a)(ii4.13 and clause (D) of this Indenture the first paragraph of Section 5.01 (collectively, the “"Suspended Covenants”) will not be applicable to "). The Issuers shall promptly notify the SecuritiesTrustee of the commencement of a Suspension Period. In the event that If the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to a series of Notes for any period of time as a result of the foregoingprevious sentence and, and on any subsequent date subsequently, (the “Reversion Date”i) one one, or both both, of the Rating Agencies withdraw their Investment Grade Rating ratings or downgrade the rating ratings assigned to such series of Notes below the Securities below an required Investment Grade RatingRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, a "Reversion Date"), then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventssuch series of Notes. The period For purposes of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of Section 4.3 4.07, calculations under that clause will be made with reference to the Reference Date, as though the covenant described under Section 4.3 had been set forth in effect since the Issue Date and throughout the Suspension Periodthat clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (7) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the first second paragraph of Section 4.3. As described above4.07; provided, however, no that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being negative, and (y) the items specified in subclauses (a) through (c) of clause (iii) of the second paragraph of Section 4.07 that occur during the Suspension Period will increase the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or Event of Default will be deemed to have occurred under this Indenture. For purposes of Sections 3.09 and 4.11, on the Reversion Date as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18Date, the Net unutilized Excess Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiarieszero.

Suspension of Covenants. If on (a) During any date period of time following the Issue Date, Date that (i) the Securities Notes have Investment Grade Ratings from at least two both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.13, 4.14, ; (7) Section 4.17; (8) Section 4.18, 4.19 ; (9) Section 4.20; and 5.1(a)(ii(10) clause (ii) of this Indenture the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will not ). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be applicable to set at zero at such date (the Securities“Suspension Date”). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and and, on any subsequent date (the “Reversion Date”) ), one or both of the Rating Agencies withdraw their withdraws its Investment Grade Rating or downgrade downgrades the rating assigned to the Securities Notes below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will shall 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 Date and the Reversion Date is referred to in this description as the “Suspension Period”. On each Within 30 days of the Reversion Date, all Indebtedness incurred any Restricted Subsidiary that would have been required during the Suspension Period will but for the Suspended Covenants by Section 4.17 to execute a supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described above, howeverreinstated, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any action a failure to comply with the Suspended Covenants during the Suspension Period (or inaction taken upon termination of the Suspension Period or not taken by the Issuer or the Restricted Subsidiaries after that time based solely on events that occurred during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants). Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.64

Suspension of Covenants. If on During any date following the Issue Date, (i) period of time that the Securities have an Investment Grade Ratings Rating from at least two both Rating Agencies and (ii) no Event of Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)continuing, the covenants in Company and the Subsidiaries shall not be subject to Sections 4.38.1, 4.410.8, 4.1210.9, 4.1310.10, 4.1410.11, 4.1810.12, 4.19 10.15, 10.17, 10.18, 10.19, 10.20 and 5.1(a)(ii) of this Indenture 10.22 (collectively, the “"Suspended Covenants”) will not be applicable to the Securities. In the event "); provided, however, that if the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (the “Reversion Date”) one or both subsequently, either of the Rating Agencies withdraw their Investment Grade Rating withdraws its ratings or downgrade downgrades the rating ratings assigned to the Securities below the Investment Grade Ratings so that the Securities do not have an Investment Grade RatingRating from both Rating Agencies, then or an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the "Reinstatement Date"). Compliance with the Suspended Covenants with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations Restricted Payments made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.3 will be made calculated in accordance with Section 10.11 as though the covenant described under Section 4.3 10.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce entire period of time from which the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described aboveSecurities are issued, however, provided that no Default or Event of Default default will be deemed to have occurred on solely by reason of a Restricted Payment made while that covenant was suspended. As a result, during any period in which the Reversion Date as a result of any action or inaction taken or Company and the Subsidiaries are not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of subject to the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger Securities will be reset entitled to zero on substantially reduced covenant protection. There can be no assurance that the Reversion Date. During a Suspension Period, the Issuer may not designate Securities will ever achieve an Investment Grade Rating or that any of its Subsidiaries as Unrestricted Subsidiariessuch rating will be maintained.

Suspension of Covenants. If on any (a) Following the earliest date following the Issue Date, Date on which: (i1) the Securities Notes have Investment Grade Ratings from at least two Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”)) until the Reversion Date, the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 Issuer and 5.1(a)(ii) the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture Indenture: (A) Section 4.07; (B) Section 4.09; (C) Section 4.13; (D) Section 4.14; (E) Section 4.15; and (F) Section 4.17. (collectively, the “Suspended Covenants”). Solely for the purpose of determining the amount of Permitted Liens under Section 4.10 during any Suspension Period (as defined below) will not be applicable and without limiting the Company’s or any Restricted Subsidiary’s ability to incur Indebtedness during any Suspension Period, to the Securitiesextent that calculations in Section 4.10 (including the definition of “Permitted Liens”) refer to Section 4.07, such calculations shall be made as though Section 4.07 remains in effect during the Suspension Period. Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the “Suspension Date”), the amount of Excess Proceeds shall be set at zero. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their withdraws its Investment Grade Rating or downgrade downgrades the rating assigned to the Securities Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents (subject to re-suspension upon the occurrence of a subsequent Covenant Suspension Event). The period of time between the Covenant Suspension Event Date and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during .” Notwithstanding that the Suspension Period will Suspended Covenants may be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described above, howeverreinstated, no Default or Event breach of Default will any kind shall be deemed to have occurred on exist under this Indenture, the Reversion Date as a result Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any action or inaction taken or not taken by the Issuer or of the Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, that would haveor any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, if as a result of a failure to comply with the Suspended Covenants were not suspended, resulted in a breach of, during the Suspension Period (or default under, any upon termination of the Suspended CovenantsSuspension Period or after that time based solely on events that occurred during the Suspension Period). Additionally, for purposes The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of Section 4.18, the Net Proceeds Trigger will be reset to zero on the any Suspension Date or Reversion Date. During The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a Suspension Period, the Issuer may not designate copy of such Officer’s Certificate to any Holder of its Subsidiaries as Unrestricted SubsidiariesNotes upon request.

Suspension of Covenants. If on In the event that at any date following the Issue Date, (i) the Securities have time an Investment Grade Ratings from at least two Rating Agencies and (ii) no Default Event has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)occurred, the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) provisions of this Indenture described under Sections 5.07, 5.08, 5.10, 5.11 and 5.12 (collectively, the “Suspended Covenants”) will not be applicable to the Securitiessuspended. In the event that addition, the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again no longer be subject to the financial test set forth in Section 6.01(a)(3). During any period that the 97 Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as have been suspended (the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18), the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer Company may not designate any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” Notwithstanding the foregoing, if the ratings assigned to the Notes by each Rating Agency should subsequently decline to below an Investment Grade Rating, the Suspended Covenants will be reinstated as of and from the date that the Notes no longer had an Investment Grade Rating. Calculations under reinstated covenants in Section 5.08 of this Indenture will be made as if such covenants had been in effect since the Issue Date except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Furthermore, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to have been incurred or issued pursuant to clause (5) of the definition of “Permitted Debt.” In addition, for purposes of Section 5.12 of this Indenture, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered into prior to the Issue Date and permitted by clause Section 5.12(b)(10) of this Indenture, and for purposes of Section 5.10 of this Indenture, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. ARTICLE SIX

Suspension of Covenants. If on During any date following period when the Issue Date, (i) the Securities Notes have an Investment Grade Ratings Rating from at least two either Rating Agencies Agency and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)continuing, the covenants in Company and its Restricted Subsidiaries shall not be subject to Sections 4.33.09, 4.44.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.18, 4.19 4.16(a)(i) and 5.1(a)(ii5.01(a)(iv) of this Indenture (collectively, the “Suspended Covenants”) will ); provided, however, that the provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be applicable to the Securities. In the event so suspended; and provided, further, that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of ratings assigned to the Rating Agencies withdraw their Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from either Rating Agency, or downgrade the rating assigned a Default (other than with respect to the Securities below an Investment Grade RatingSuspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.3 will be made 4.08 as though the covenant described under Section 4.3 such covenants had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce entire period of time from which the amount available to be made as Restricted Payments under the first paragraph of Section 4.3Notes are issued. As described aboveIn addition, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of during any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if period when the Suspended Covenants were are suspended the Issuers will not suspended, resulted in a breach of, be permitted to designate or default under, redesignate any of the Suspended Covenantstheir Subsidiaries pursuant to Section 4.14. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset -50- Back to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.Contents ARTICLE 5

Suspension of Covenants. If on any date following Following the Issue first day (the “Suspension Date, ”) that (ia) the Securities Notes have an Investment Grade Ratings Rating from at least two Rating Agencies both Mxxxx’x and S&P, and (iib) no Default has occurred and is continuing under this Indenturecontinuing, thenthe Company, beginning on such day Parent and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (iRestricted Subsidiaries of Parent will not be subject to Sections 3.02, 3.03, 3.04, 3.05, 3.08 and 4.01(a)(4) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the Securities). In the event that the Company Company, Parent and the Restricted Subsidiaries of Parent are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Mxxxx’x and S&P withdraws its Investment Grade Rating or downgrade downgrades the rating assigned to the Securities Notes below an Investment Grade Rating, then the Company Company, Parent and the Restricted Subsidiaries of Parent 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 Date and the Reversion Date is referred to in this description herein as 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. On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtednesspermitted under Section 3.02(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 3.03 will be made as though the covenant described under Section 4.3 3.03 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during The Company will notify the Trustee in an Officers’ Certificate of a Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph Date and of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, promptly after the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiariesoccurrence thereof.

Suspension of Covenants. If From and after the first date on any date following the Issue Date, which both (ia) the Securities have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (“S&P” and together with Moody’s the “Rating Agencies Agencies”) and (iib) no there shall not exist a Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), the covenants in Company and the Restricted Subsidiaries will no longer be subject to Sections 4.34.05, 4.44.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 4.18, 4.19 4.14 and 5.1(a)(iiclause (d) of this Indenture the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”) ); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will not be applicable subject to Section 4.16 hereof. Upon the Securitiesoccurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating rating or downgrade the rating assigned to the Securities Notes to below an Investment Grade Ratingrating then, then following the Reversion Date, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to future eventsSection 4.16. The period of time between the Covenant Suspension Event Date and the Reversion Date is referred to in this description as the “Suspension Period”.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. On each Reversion DateIn the event of any such reinstatement, all Indebtedness incurred during no action taken or omitted to be taken by the Suspension Period Company or any of its Restricted Subsidiaries prior to such reinstatement will be classified as having been incurred pursuant give rise to clause (3) a Default or Event of the definition of Permitted IndebtednessDefault hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 4.05 will be made as though the such covenant described under Section 4.3 had been in effect since the Issue Date and throughout during the Suspension Period. AccordinglyFor purposes of Section 4.07, Restricted Payments made all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will reduce be classified to have been incurred or issued pursuant to clause (b) of the amount available to be made as Restricted Payments under the first second paragraph of Section 4.34.07. As described aboveFor purposes of Section 4.10, howeveron the Reversion Date, no Default or Event any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Default will Holders pursuant to the requirements of Section 4.16, shall be deemed to have occurred been outstanding on the Reversion Issue Date so that it is classified as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any permitted under clause (5) of the Suspended Covenants. Additionally, for definition of “Permitted Lien.” For purposes of Section 4.184.06, the Net Proceeds Trigger will be reset to zero on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. During For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a Suspension Period, nationally recognized statistical rating organization (as defined in the Issuer may not designate any of its Subsidiaries as Unrestricted SubsidiariesSecurities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. If on The Company and its Subsidiaries will not be subject to Sections 4.08, 4.09, 4.10, 4.11, 4.13 or 5.01(a)(4) (the “Suspended Covenants”) at any date following time the Issue Date, (i) the Securities Notes have Investment Grade Ratings from at least two Rating Agencies both S&P and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Fitch (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the Securities. In the event that the Company and the Restricted its Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any a subsequent date (the “Reversion Date”) one or both of the Rating Agencies S&P and Fitch withdraw their Investment Grade Rating for the Notes or downgrade the rating assigned to the Securities Notes below an Investment Grade Rating, then the Company and the Restricted its Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect Covenants; provided that no Default or Event of Default or breach of any kind will be deemed to future eventsexist based on any actions taken or events occurring prior to the Reversion Date or any actions taken pursuant to any contractual obligations arising prior to the Reversion Date. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of the reinstatement of the Suspended Covenant, (i) all Indebtedness incurred prior to the Reversion Date will be deemed to have been incurred pursuant to Section 4.08(b), (ii) and the amount of Restricted Payments made for purposes of Section 4.09(a) will be calculated as though the Suspended Covenants had been in effect prior to, but not during, any period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Dateand (iii) for purposes of Section 4.11, all Indebtedness incurred agreements and arrangements entered into by the Company and any Subsidiary with an Affiliate during the Suspension Period will be classified as having been incurred pursuant prior to clause (3) of the definition of Permitted Indebtedness. Calculations made after the such Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. As described above, however, no Default or Event of Default will be deemed to have occurred been entered into on or prior to the Reversion Date as a result Issue Date. The Company, in an Officer’s Certificate, shall provide the Trustee notice of any action Covenant Suspension Event or inaction Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if Period on the Suspended Covenants were not suspended, resulted in a breach of, Issuers’ future compliance with their covenants or default under, any (iii) inform the Holders of the Suspended Covenants. Additionally, for purposes occurrence of Section 4.18, the Net Proceeds Trigger will be reset to zero on the a Covenant Suspension Event or Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspension of Covenants. If From and after the first date on any date following the Issue Date, which both (ia) the Securities have Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings from at least two Group (“S&P” and together with Moody’s the “Rating Agencies Agencies”) and (iib) no there shall not exist a Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (ia) and (iib) being collectively referred to as a “Covenant Suspension Event”), the covenants in Company and the Restricted Subsidiaries will no longer be subject to Sections 4.34.01, 4.44.02, 4.124.03, 4.134.04, 4.144.06, 4.184.07, 4.19 4.09, 4.10 and 5.1(a)(iiclause (d) of this Indenture the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”) ); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will not be applicable subject to Section 4.12. Upon the Securitiesoccurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating rating or downgrade the rating assigned to the Securities Notes below an Investment Grade Ratingrating then, then following the Reversion Date, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to future eventsSection 4.12. The period of time between the Covenant Suspension Event Date and the Reversion Date is referred to in this description as the “Suspension Period”.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. On each Reversion DateIn the event of any such reinstatement, all Indebtedness incurred during no action taken or omitted to be taken by the Suspension Period Company or any of its Restricted Subsidiaries prior to such reinstatement will be classified as having been incurred pursuant give rise to clause (3) a Default or Event of the definition of Permitted IndebtednessDefault hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 4.01 will be made as though the such covenant described under Section 4.3 had been in effect since the Issue Date and throughout during the Suspension Period. AccordinglyFor purposes of Section 4.02, Restricted Payments made all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will reduce be classified to have been incurred or issued pursuant to clause (b) of the amount available to be made as Restricted Payments under the first second paragraph of Section 4.34.02. As described aboveFor purposes of Section 4.04, howeveron the Reversion Date, no Default or Event any Lien securing Indebtedness, which Lien was permitted by Section 4.12 and did not require that a Lien be created for the benefit of Default will Holders pursuant to the requirements of Section 4.12, shall be deemed to have occurred been outstanding on the Reversion Issue Date so that it is classified as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any permitted under clause (5) of the Suspended Covenants. Additionally, for definition of “Permitted Lien.” For purposes of Section 4.184.06, the Net Proceeds Trigger will be reset to zero on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. During For purposes of Section 4.09, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a Suspension Period, nationally recognized statistical rating organization (as defined in Rule 436 under the Issuer may not designate any of its Subsidiaries as Unrestricted SubsidiariesSecurities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. If on (a) During any date following the Issue Date, period of time that (i1) the Securities Notes have Investment Grade Ratings from at least two both Rating Agencies and (ii2) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”)) then, the covenants in Sections 4.34.10, 4.4, 4.124.11, 4.13, 4.14, 4.184.15, 4.19 4.17 and 5.1(a)(ii5.01(a)(3) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the SecuritiesNotes. Following any Suspension Date and prior to a corresponding Reversion Date, the Issuer may not designate any Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.19. In the event that the Company Issuer and the its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities Notes below an Investment Grade Rating, then the Company 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 Date and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date.” Additionally, all Indebtedness incurred during upon the occurrence of a Covenant Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of Event, the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Available Proceeds Trigger will shall be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiarieszero.

Suspension of Covenants. If on any date following (a) Following the Issue first day (the “Suspension Date, ”) that: (i) the Securities have an Investment Grade Ratings Rating from at least any two of the three Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, thenHoldings, beginning on such day the Company and continuing at all times thereafter until the Reversion DateRestricted Subsidiaries shall not be subject to Sections 4.03, as defined below (the occurrence of the events described in the foregoing clauses (i4.04, 4.05, 4.06, 4.07, 4.10, 5.01(a)(3) and (ii5.01(b)(3) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) and the then-existing Subsidiary Guarantees will not be applicable to suspended as of the SecuritiesSuspension Date. (b) In the event that Holdings, the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both two of the three Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then Holdings, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents and the Subsidiary Guarantees will be reinstated. The period of time between the Covenant Suspension Event Date and the Reversion Date is referred to in this description Indenture as the “Suspension Period”. Notwithstanding that the Suspended Covenants may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified as having to have been incurred Incurred pursuant to clause Sections 4.03(a) or 4.03(b) (3) to the extent such Indebtedness would be permitted to be Incurred thereunder as of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available and after giving effect to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during Indebtedness Incurred prior to the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero and outstanding on the Reversion Date). During a Suspension Period, To the Issuer may extent such Indebtedness would not designate any of its Subsidiaries as Unrestricted Subsidiaries.be so permitted to be Incurred pursuant to Sections 4.03(a) or

Suspension of Covenants. If (1) If, on any date following the Issue Date, (i) the Securities have Notes are rated Investment Grade Ratings from by at least two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or Fitch have been replaced in accordance with the definition of “Rating Agencies Agencies,” by at least two of the then-applicable Rating Agencies) and (ii) no Default or Event of Default has occurred and is continuing under this IndentureIndenture (such date, then, beginning on such day and continuing at all times thereafter until the Reversion “Suspension Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Company and its Restricted Subsidiaries will no longer be subject to Sections 4.34.06, 4.44.07, 4.124.08, 4.134.09, 4.10, 4.14, 4.18, 4.19 and 5.1(a)(ii4.18 or 5.01(3) of this Indenture hereof (collectively, the “Suspended Covenants”) will not be applicable to the Securities. In the event that such period during which the Company and the its Restricted Subsidiaries are not subject to such covenants, a “Suspension Period”). (2) In the Suspended Covenants for event of any period of time Suspension Period as a result of the foregoing, and on any subsequent date (the such date, a “Reversion Date”) one the Notes are no longer rated Investment Grade by two of S&P, Xxxxx’x and Fitch (or, if any of S&P, Xxxxx’x or both Fitch have been replaced in accordance with the definition of “Rating Agencies,” by at least two of the then-applicable Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade RatingAgencies), then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants such covenants under this Indenture with respect to future events. (3) The period Company shall promptly upon its occurrence deliver to the Trustee, an Officer’s Certificate notifying the Trustee of time between the Covenant occurrence of any Suspension Event Date or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Suspension Date or Reversion Date is referred and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to in this description as notify the “Holders of the occurrence or dates of any Suspension Period”Date or Reversion Date. (4) On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will shall be classified as having been incurred Incurred pursuant to clause Section 4.08 hereof (3) to the extent such Indebtedness would be permitted to be Incurred or issued thereunder as of the definition of Permitted IndebtednessReversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.08 hereof, such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(d)(4) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will 4.06 hereof shall be made as though the such covenant described under Section 4.3 had been in effect since the Issue Date and throughout prior, but not during, the Suspension PeriodPeriod; provided that any Subsidiaries designated as Restricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Company’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with Article 4 hereof). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.34.06 hereof. As described above, however, no No Default or Event of Default will shall be deemed to have occurred on the Reversion Date as a result of any action or inaction taken or not actions taken by the Issuer Company or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.Restricted

Suspension of Covenants. If on During any date following the Issue Date, period of time that (ia) the Securities any Notes have an Investment Grade Ratings Rating from at least two both Rating Agencies and (iib) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventPeriod”), the covenants in Company and its Restricted Subsidiaries shall not be subject to the provisions of Sections 4.34.07, 4.44.08, 4.124.09, 4.134.10, 4.144.11, 4.18, 4.19 4.12 and 5.1(a)(ii4.13 and clause (D) of this Indenture the first paragraph of Section 5.01 (collectively, the “Suspended Covenants”) will not be applicable to ). The Issuers shall promptly notify the SecuritiesTrustee of the commencement of a Suspension Period. In the event that If the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingprevious sentence and, and on any subsequent date subsequently, (the “Reversion Date”i) one one, or both both, of the Rating Agencies withdraw their Investment Grade Rating ratings or downgrade the rating ratings assigned to the Securities Notes below an the required Investment Grade RatingRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, a “Reversion Date”), then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsCovenants. The period For purposes of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of Section 4.3 4.07, calculations under that clause will be made with reference to the Reference Date, as though the covenant described under Section 4.3 had been set forth in effect since the Issue Date and throughout the Suspension Periodthat clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (9) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the first second paragraph of Section 4.3. As described above4.07; provided, however, no that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being negative, and (y) the items specified in subclauses (a) through (c) of clause (iii) of the second paragraph of Section 4.07 that occur during the Suspension Period will increase the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or Event of Default will be deemed to have occurred under this Indenture. For purposes of Sections 3.09 and 4.11, on the Reversion Date as a result of any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18Date, the Net unutilized Excess Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiarieszero.

Suspension of Covenants. If on During any date following period when the Issue Date, (i) the Securities Notes have an Investment Grade Ratings Rating from at least two either Rating Agencies Agency and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)continuing, the covenants in Company and its Restricted Subsidiaries shall not be subject to Sections 4.33.09, 4.44.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.18, 4.19 4.16(a)(i) and 5.1(a)(ii5.01(a)(iv) of this Indenture (collectively, the “Suspended Covenants”) will ); provided, however, that the provisions set forth in Sections 4.06, 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be applicable to the Securities. In the event so suspended; and provided, further, that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of ratings assigned to the Rating Agencies withdraw their Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from either Rating Agency, or downgrade the rating assigned a Default (other than with respect to the Securities below an Investment Grade RatingSuspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period”. On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.3 will be made 4.08 as though the covenant described under Section 4.3 such covenants had been in effect since during the Issue Date and throughout entire period of time from which the Suspension PeriodNotes are issued. AccordinglyHowever, all Restricted Payments made made, Indebtedness incurred and other actions effected during the Suspension Period any period in which covenants are suspended will reduce the amount available to be made as Restricted Payments not cause a default under the first paragraph of Section 4.3this Indenture on any Reinstatement Date. As described aboveIn addition, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of during any action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if period when the Suspended Covenants were are suspended the Issuers will not suspended, resulted in a breach of, be permitted to designate or default under, redesignate any of the Suspended Covenants. Additionally, for purposes of their Subsidiaries pursuant to Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries4.14.

Suspension of Covenants. If on any date following the Issue Date, (i) the Securities have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such day and continuing at all times thereafter until the Reversion Date, as defined below (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants in Sections 4.3, 4.4, 4.12, 4.13, 4.14, 4.18, 4.19 and 5.1(a)(ii) of this Indenture (collectively, the “Suspended Covenants”) will not be applicable to the Securities. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then 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 the Reversion Date is referred to in this description as the “Suspension Period”. 62 On each Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (3) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though the covenant described under Section 4.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. 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 action or inaction taken or not taken by the Issuer or the Restricted Subsidiaries during the Suspension Period, that would have, if the Suspended Covenants were not suspended, resulted in a breach of, or default under, any of the Suspended Covenants. Additionally, for purposes of Section 4.18, the Net Proceeds Trigger will be reset to zero on the Reversion Date. During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.