Upon and following a Covenant Termination Event, no Default or Event of Default or breach of any
kind will be deemed to have occurred or exist under the indenture or the Notes with respect to the Terminated Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or failed to be
taken, or any events occurring, upon and following a Covenant Termination Event, regardless of whether such actions, failure to act or event would have been permitted if the applicable Terminated Covenants remained in effect (it being understood
that any provisions in the definition of Permitted Liens which may refer to one or more Terminated Covenants shall be interpreted as though such applicable Terminated Covenant(s) were still in effect).
Section 4.17 Additional Subsidiary Guarantees.
The Company shall cause (i) any Material Restricted Subsidiary that is not a Guarantor and (ii) any Subsidiary that is not a
Guarantor that becomes a guarantor under the Bank Credit Agreement after the Issue Date, to:
(1) execute and deliver to
the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Companys obligations under the Notes and this Indenture on the terms
set forth in this Indenture; and
(2) deliver to the Trustee an Officers Certificate stating that all conditions precedent
to the execution of the supplemental indenture have been complied with and the supplemental indenture is permitted under the indenture and an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by
such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.
Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.
(a) The Board of the Company may designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries if such designation would not
cause a Default. For purposes of making such determination, all outstanding Investments by the Obligors (except to the extent repaid in cash or in kind) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under Section 4.07(a) to the extent that such deemed Restricted Payments would not be excluded from such calculation under Section 4.07(b). All such outstanding
Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation (as determined in the good faith reasonable judgment of the Company).
Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary.
(b) Any such designation by the Board of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board resolution giving effect to such designation and an Officers Certificate certifying that such designation complied with the foregoing conditions and was permitted by
Section 4.07. If at any time any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness
of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such time (and, if such Indebtedness is not permitted to be Incurred as of such date under Section 4.09, the Company shall be in default of such Section). The