Common use of Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade Clause in Contracts

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, the Company’s and its Restricted Subsidiaries’ obligations to comply with the provisions of this Indenture described under this Article 4 (except for Section 4.01, Section 4.02, Section 4.03, Section 4.08, Section 4.12, Section 4.14 (other than clause (iii) of the first paragraph thereof), and Section 4.15) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated Investment Grade (the “Suspension Date”); provided, that if the Notes subsequently cease to be rated Investment Grade, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”), the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) Notwithstanding clauses (a) and (b) of this Section 4.18, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a), no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (ix) of Section 4.13(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurred.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, the Company’s and its Restricted Subsidiaries’ obligations to comply with the provisions of this Indenture described under this Article 4 (except for Section 4.01, Section 4.02, Section 4.03, Section 4.08, Section 4.12, Section 4.08Section 4.10 (to the extent the property disposed of constitutes Collateral)Section 4.12,Section 4.14 (other than clause (iii) of the first paragraph thereof), and Section 4.15thereof),Section 4.15 andSection 4.18) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated Investment Grade (the “Suspension Date”); provided, that if the Notes subsequently cease to be rated Investment Grade, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)Grade, the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) With respect to Restricted Payments made after any reinstatement referred to in Section 4.19(a), the amount of Restricted Payments made after the Issue Date will be calculated as though Section 4.07 had been in effect during the entire period after such date. Accordingly, Restricted Payments made after the Suspension Date will reduce the amount available to be made as Restricted Payments under Section 4.07(a). (d) Notwithstanding clauses (a), (c) and (bc) of this Section 4.184.19, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a4.19(a), no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (ix) of Section 4.13(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurred.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, obligation of the Company’s Company and its Restricted Subsidiaries’ obligations Subsidiaries to comply with the provisions of this Indenture described under this Article 4 (except for Section Sections 4.01, Section 4.02, Section 4.03, Section 4.084.06, Section 4.09, 4.12, Section 4.14 (other than clause (iii4.13 and 4.14) of the first paragraph thereof), and Section 4.155.01(a)(iii)(3) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated have an Investment Grade (the “Suspension Date”)Rating; provided, that if the Notes subsequently cease to be rated have an Investment GradeGrade Rating, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)such time, the Issuer’s, obligation of the Company’s Company and its Restricted Subsidiaries’ obligation Subsidiaries to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following Notwithstanding the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) Notwithstanding clauses (a) and (b) of this Section 4.18foregoing, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a)such reinstatement, no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. ; provided that (d1) On with respect to Restricted Payments made after any such reinstatement, the Reversion amount of Restricted Payments made on or after the Issue Date, all Indebtedness incurred during the Suspension Period for purposes of Section 4.05(a)(3), will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made calculated as though Section 4.07 such covenant had been in effect prior toduring the entire period after such date; (2) all Debt, but not duringIncurred, during the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall suspension period will be deemed to be permitted have been Incurred pursuant to clause Section 4.04(b)(8), and (ix3) promptly, and in any event within 10 Business Days of Section 4.13(b). Any encumbrance or restriction on the ability of such reinstatement, any Restricted Subsidiary that is not would have been required prior to such reinstatement by Section 4.08 to execute a Guarantor to take any action described in clauses supplemental indenture and Guarantee the Notes (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify but for the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no covenant) will execute such suspension or reinstatement has occurredsupplemental indenture required by such covenant.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. If on any date following the Issue Date, (ai) The Issuer’sthe Notes are rated Investment Grade, and (ii) no Default or Event of Default has occurred and is continuing (the Company’s occurrence of the events described in the foregoing clauses (i) and its Restricted Subsidiaries’ obligations (ii) being collectively referred to comply with as a “Covenant Suspension Event” and the provisions of this Indenture described under this Article 4 (except for Section 4.01date thereof being referred to as a “Suspension Date”), then, Section 4.024.07, Section 4.03, Section 4.08, Section 4.12, Section 4.14 (other than clause (iii) of the first paragraph thereof), 4.10 and Section 4.154.13(a)(ii) will be suspended (such suspended covenantscollectively, the “Suspended Covenants”) and cease shall be suspended with respect to have any further effect from and after the first date when Notes. Notwithstanding the foregoing, if, subsequent to a Suspension Date, the Notes are rated Investment Grade (the “Suspension Date”); provided, that if the Notes subsequently cease to be rated Investment Grade, thenthen the Suspended Covenants shall be reinstituted as of and from the date of such rating decline (any such date, from and after the time the Notes cease to be rated Investment Grade (the a “Reversion Date”), the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees ” All Indebtedness Incurred during any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) Notwithstanding clauses (a) and (b) of this Section 4.18, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a), no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified deemed to have been incurred or issued pursuant outstanding prior to clause (c) of the definition of “Permitted Indebtedness.” Issue Date. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to an agreement entered into any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period, as a result of any action taken or event that occurred during the Suspension Period), and (ii) following a Reversion Date, the Company and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Promptly following the occurrence of any Covenant Suspension Event or Reversion Date, the Company shall be deemed deliver to be permitted pursuant the Trustee an Officers’ Certificate notifying it of any such occurrence under this Section 4.14. The Trustee will have no obligation to clause (ixi) monitor the ratings of Section 4.13(b). Any encumbrance the Notes, (ii) independently determine or restriction verify if a Suspension Period has begun or ended, (iii) make any determination regarding the impact of actions taken during the Suspension Period on the ability Issuer’s future compliance with its covenants or (iv) inform the Holders of any Restricted Subsidiary that is not the occurrence of the commencement of a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09or Reversion Date. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurred.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, the Company’s Hovnanian and its Restricted Subsidiaries’ obligations to comply with the provisions of this the Indenture described under this Article 4 3 (except for Section 4.01Sections 3.01, Section 4.023.02, Section 4.033.03, Section 4.083.04, Section 4.123.10, Section 4.14 3.12 (other than clause (iiic) of the first paragraph thereof), 3.13 and Section 4.153.15 hereof) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes issued under the Indenture are rated Investment Grade (the “Suspension Date”); provided, provided that if the Notes subsequently cease to be rated Investment Grade, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)Grade, the Issuer’s, the CompanyHovnanian’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following With respect to Restricted Payments made after any such reinstatement of the achievement obligations to comply with the Suspended Covenants, the amount of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created Payments made after the Issue Date will be required calculated as though Section 3.06 of this Supplemental Indenture had been in effect during the entire period after such date. Accordingly, Restricted Payments made after the Suspension Date will reduce the amount available to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiarymade as Restricted Payments under Section 3.06(a) the Notes cease to be rated Investment Gradeof this Supplemental Indenture. (c) Notwithstanding clauses (a) and (b) of this Section 4.18above, in the event of any such reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a)Covenants, no action taken or omitted to be taken by the Company Issuer, Hovnanian or any of its Subsidiaries prior to such reinstatement, or action taken by the Company Issuer, Hovnanian or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) ), shall give rise to a Default or Event of Default under this the Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (ix) of Section 4.13(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurredCovenants.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, obligation of the Company’s Issuer and its Restricted Subsidiaries’ obligations Subsidiaries to comply with the provisions of this Indenture described under this Article 4 IV (except for Section Sections 4.01, Section 4.02, Section 4.03, Section 4.084.06, Section 4.09, 4.12, Section 4.14 (other than clause (iii4.13 and 4.14) of the first paragraph thereof), and Section 4.155.01(a)(iii)(3) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when both (1) the Notes are rated have an Investment Grade Rating from at least two Rating Agencies and (the “Suspension Date”)2) no Default or Event of Default shall have occurred and be continuing; provided, that if the Notes subsequently cease to be rated have an Investment GradeGrade Rating from one or more Rating Agencies, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)such time, the Issuer’s, obligation of the Company’s Issuer and its Restricted Subsidiaries’ obligation Subsidiaries to comply with the Suspended Covenants shall be reinstated. The reinstated (such period of time between during which the Suspension Date and the Reversion Date is referred to in this description as the Suspended Covenants are so suspended, a “Suspension Period”).” (b) Following Notwithstanding the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) Notwithstanding clauses (a) and (b) of this Section 4.18foregoing, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a)such reinstatement, no action taken or omitted to be taken by the Company Issuer or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred and any action so taken during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any a Suspension Period shall be deemed to have been permitted by the applicable Suspended Covenant or specified paragraph or clause thereof at the time such action was taken; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made on or after the Issue Date, for purposes of Section 4.05(a)(3) hereof, will be permitted calculated as though such covenant had been in effect on and during the entire period after such date; (2) all Debt, Disqualified Stock and Preferred Stock Incurred during the suspension period will be deemed to have been Incurred pursuant to clause Section 4.04(b)(8) hereof, and (ix3) promptly, and in any event within ten Business Days of Section 4.13(b). Any encumbrance or restriction on the ability of such reinstatement, any Restricted Subsidiary that is not would have been required prior to such reinstatement by Section 4.08 hereof to execute a Guarantor to take any action described in clauses supplemental indenture (abut for the suspension of such covenant) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09will execute such supplemental indenture required by such covenant. (ec) The Issuer shall promptly provide an Officers’ Certificate to the Trustee indicating the commencement or termination of a Suspension Period. The Trustee shall have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during a Suspension Period on the Issuer’s future compliance with its covenants or (iii) notify the Trustee of any suspension or reinstatement Holders of the Suspended Covenants and in commencement or termination of the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurredSuspension Period.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, the Company’s and its Restricted Subsidiaries’ obligations to comply with the provisions of this Indenture described under this Article 4 (except for Section 4.014.08, Section 4.02, Section 4.03, Section 4.084.10 (to the extent the property disposed of constitutes Collateral), Section 4.12, Section 4.14 (other than clause (iii) of the first paragraph thereof), Section 4.15 and Section 4.154.18) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated Investment Grade (the “Suspension Date”); provided, that if the Notes subsequently cease to be rated Investment Grade, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)Grade, the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following the achievement of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created will be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grade. (c) With respect to Restricted Payments made after any reinstatement referred to in Section 4.19(a), the amount of Restricted Payments made after the Issue Date will be calculated as though Section 4.07 had been in effect during the entire period after such date. Accordingly, Restricted Payments made after the Suspension Date will reduce the amount available to be made as Restricted Payments under Section 4.07(a). (d) Notwithstanding clauses (a), (c) and (bc) of this Section 4.184.19, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a4.19(a), no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (ix) of Section 4.13(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurred.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Issuer’s, obligation of the Company’s Issuer and its Restricted Subsidiaries’ obligations Subsidiaries to comply with the provisions of this Indenture described under this Article 4 (except for Section 4.01, Section 4.02, Section Sections 4.03, Section 4.07, 4.08, Section 4.124.09, Section 4.14 (other than clause (iii) of the first paragraph thereof)4.10, 4.11, 4.15, 4.18, 4.19 and Section 4.155.01(a)(iii) will be suspended (such suspended covenants, the ““ Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated given an Investment Grade (the “Suspension Date”)Rating; provided, that if the Notes subsequently cease to be rated have an Investment GradeGrade Rating, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)such time, the Issuer’s, obligation of the Company’s Issuer and its Restricted Subsidiaries’ obligation Subsidiaries to comply with the Suspended Covenants shall be reinstated. The period of time between Notwithstanding the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following the achievement of such Investment Grade ratingsforegoing, no Restricted Subsidiary thereafter acquired or created will Subsidiaries may be required to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) designated as Unrestricted Subsidiaries while the Notes cease to be rated Investment Grade. (c) Suspended Covenants are so suspended. Notwithstanding clauses (a) and (b) of this Section 4.18the foregoing, in the event of any reinstatement of the obligation to comply with the Suspended Covenants referred to in Section 4.18(a)such reinstatement, no action taken or omitted to be taken by the Company Issuer or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. ; provided that (d1) On with respect to Restricted Payments made after any such reinstatement, the Reversion Date, all Indebtedness incurred during amount of Restricted Payments made on or after the Suspension Period Issue Date will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made calculated as though Section 4.07 had been in effect prior toduring the entire period after such date; and (2) all Indebtedness, but not duringIncurred, during the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall suspension period will be deemed to be permitted pursuant to clause have been Incurred as Existing Indebtedness and (ix3) promptly, and in any event within 10 Business Days of Section 4.13(b). Any encumbrance or restriction on the ability of such reinstatement, any Restricted Subsidiary that is not would have been required prior to such reinstatement to execute become a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify but for the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no covenant) will execute such suspension or reinstatement has occurredsupplemental indenture required by Section 4.15.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade. (a) The Notwithstanding this Article 4, the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligations to comply with the provisions of this Indenture described above under this Article 4 (except for Section 4.01Sections 4.06, Section 4.024.07, Section 4.034.09, Section 4.084.10, Section 4.12, Section 4.14 (other than 4.13 and clause (iii) of the first paragraph thereof), and of Section 4.15) 4.14 will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes issued under this Indenture are rated Investment Grade (the “Suspension Date”); provided, that if the Notes subsequently cease to be rated Investment Grade, then, from and after the time the Notes cease to be rated Investment Grade (the “Reversion Date”)Grade, the Issuer’s, the Company’s and its Restricted Subsidiaries’ obligation to comply with the Suspended Covenants shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” (b) Following With respect to Restricted Payments made after any such reinstatement, the achievement amount of such Investment Grade ratings, no Restricted Subsidiary thereafter acquired or created Payments made after the Issue Date will be required calculated as though Section 4.07 had been in effect during the entire period after such date. Accordingly, Restricted Payments made after the Suspension Date will reduce the amount available to be a Guarantor unless it thereafter guarantees any Applicable Debt or (other than with respect to an Excluded Subsidiary) the Notes cease to be rated Investment Grademade as Restricted Payments under Section 4.07(a). (c) Notwithstanding clauses (a) and (b) of this Section 4.184.19, in the event of any such reinstatement of the obligation Obligation to comply with the Suspended Covenants referred to in Section 4.18(a)Covenants, no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement, or action taken by the Company or any of its Subsidiaries at any time pursuant to a contractual obligation arising prior to such reinstatement (not entered into in contemplation of such reinstatement) shall give rise to a Default or Event of Default under this Indenture upon reinstatement. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (ix) of Section 4.13(b). Any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of Section 4.09 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (b) of Section 4.09. (e) The Issuer shall promptly notify the Trustee of any suspension or reinstatement of the Suspended Covenants and in the absence of such notice, the Trustee shall be entitled to presume that no such suspension or reinstatement has occurredabove-mentioned covenants.