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Subsidiary Guarantee, the Indenture or such other Indebtedness such other Subsidiary shall not incur any other material
liabilities.
(d) The Issuer shall not permit any Restricted Subsidiary to engage in any business other than a Similar Business.
Limitation on Layering
No Subsidiary Guarantor will Incur any Indebtedness if such Indebtedness is expressly subordinate in right of payment
to such Subsidiary Guarantor’s Subsidiary Guarantor Senior Indebtedness unless such Indebtedness is pari passu in right of
payment with or is subordinate in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or is permitted
to be incurred under clause (5) of the second paragraph of the covenant described under “—Certain Covenants—Limitation
on Indebtedness”. A Subsidiary Guarantor may not Incur any secured Indebtedness that is not Subsidiary Guarantor Senior
Indebtedness of such Subsidiary Guarantor (except to the extent such Indebtedness is secured only by a Lien arising solely by
operation of applicable law) unless contemporaneously therewith effective provision is made to secure the Subsidiary
Guarantee of such Subsidiary Guarantor equally and ratably with (or on a senior basis to, in the case of Indebtedness
subordinated in right of payment to such Subsidiary Guarantee) such secured Indebtedness for as long as such secured
Indebtedness is secured by a Lien. In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, any
Indebtedness of the Issuer that is subordinate or junior in right of payment to any Senior Indebtedness of the Issuer unless
such Guarantee is expressly subordinate in right of payment to, or ranks pari passu with, the Subsidiary Guarantee of such
Guarantor.
Suspension of Covenants on Achievement of Investment Grade Status
If on any date following the Issue Date, the Notes have achieved an Investment Grade Rating and no Default or Event
of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time,
if any, at which the Notes cease to have an Investment Grade Rating, the provisions of the Indenture summarized under the
following captions will not apply to the Notes: “—Certain Covenants—Limitation on Restricted Payments,” “—Limitation
on Indebtedness,” “—Limitation on Liens,” “—Limitation on Restrictions on Distributions from Restricted Subsidiaries,”
“—Limitation on Affiliate Transactions,” “—Limitation on Sales of Assets and Subsidiary Stock,” “—Limitation on Lines of
Business,” and under “—Change of Control Triggering Event,” the provisions of clause (3) of the first paragraph of the
covenant described under “—Certain Covenants—Merger and Consolidation” and any related default provisions of the
Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries. Such covenants
and any related default provisions will again apply according to their terms from the first day on which a Suspension Event
ceases to be in effect. Such covenants will not, however, be of any effect with regard to actions of the Issuer properly taken
during the continuance of the Suspension Event, and the “—Certain Covenants—Limitation on Restricted Payments”
covenant will be interpreted as if it had been in effect since the date of the Indenture except that no default will be deemed to
have occurred solely by reason of a Restricted Payment made while that covenant was suspended.
Payments for Consent
The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder or Notes for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating
to such consent, waiver or agreement.
Impairment of Security Interest
The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have
the result of materially impairing the Security Interest with respect to the Collateral (it being understood, subject to the
proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair
the Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Issuer shall not, and
shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Trustee, for the benefit of the
Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of
the Collateral, except that the Issuer or its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral
may be discharged and released in accordance with the Indenture, the Intercreditor Agreement or any Additional Intercreditor
Agreement; provided, however, that, except with respect to any discharge or release of Collateral in accordance with the
Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or in connection with the Incurrence of
Liens for the benefit of the Trustee and Holders of Notes or otherwise as described in the second to last paragraph under
“Description of Other Indebtedness—Intercreditor Agreement—Release of the Security and the Subsidiary Guarantees”, no
Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless
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