Common use of Suspended Covenants Clause in Contracts

Suspended Covenants. During any period when the Notes have an Investment Grade Rating from both Rating Agencies and no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided 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 preceding portion of this sentence and, subsequently, either of the Rating Agencies 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 a 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, 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 Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenant had been in effect during the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspended Covenants. During Following any period when day (a “Suspension Date”) that (a) the Notes have an a rating equal to or higher than BBB- (or the equivalent) by S&P and a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade Rating from both Rating Agencies Ratings”), (b) follows a date on which the Notes do not have Investment Grade Ratings, and (c) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the provisions of covenants described in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.16 and clause (45.01(a)(3) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided . 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 preceding portion of this sentence andsentence, subsequently, either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to and on any subsequent date the Notes below the fail to have Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRatings, or a Default (other than with respect to the Suspended Covenants) or Event of Default occurs and is continuing, then immediately after such date (a “Reversion Date”), the Company and the Restricted Subsidiaries Suspended Covenants will thereafter again be subject in effect with respect to the Suspended Covenantsfuture events, subject unless and until a subsequent Suspension Date occurs. The period between a Suspension Date and a Reversion Date is referred to the terms, conditions and obligations set forth in this Indenture (each such date as a “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of reinstatement being the “Reinstatement Date”). Compliance Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants with respect to Restricted Payments during any Suspension Period. Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be calculated in accordance with made as though the terms of covenants described under Section 4.07 as though such covenant had been in effect during the period since the Issue DateDate and throughout the Suspension Period. During any Suspension Period, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement DateIndenture. The Company will provide shall give the Trustee with prompt written notice notification upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Suspension Date or a Reversion Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspended Covenants. (a) During any period when that the Notes have an a rating equal to or higher than BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade Rating from both Rating Agencies Ratings”) and no Default or Event of Default has occurred and is continuing under this Indenture (the such period, a “Covenant Suspension Period”), the Company and its the Restricted Subsidiaries will not be subject to the provisions of following Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”): (1) Section 4.07; (2) Section 4.08; (3) Section 4.09; (4) Section 4.11; (5) Section 4.10; and (6) Section 5.01(a)(3); provided . (b) In the event 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 preceding portion of this sentence and, subsequently, paragraph and either of the Rating Agencies S&P or Xxxxx’x subsequently withdraws its ratings rating or downgrades the ratings assigned to its rating of the Notes below the applicable Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of covenant described under Section 4.07 as though such covenant had been in effect during the entire period since of time from the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during . (c) During any Covenant Suspension Period, the Board of Directors of the Company will may not be permitted to designate any of its the Company’s Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to this Indenture. The Company shall give the Trustee written notice of the commencement of any Covenant Suspension Period promptly, and in any event not later than 5 Business Days, after the commencement thereof. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of the termination of any Covenant Suspension Period not later than 5 Business Days after the occurrence thereof. After any such notice of the termination of any Covenant Suspension Period, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspended Covenants. During any period when From and after the first day (the “Suspension Date”) on which (1) the Notes have an Investment Grade Rating from both Rating Agencies and (2) no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.18 and clause (4d) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided that if . If at any date (each such date, a “Reversion Date”) the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result credit rating of the preceding portion of this sentence and, subsequently, either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have is downgraded from an Investment Grade Rating from both by either Rating Agencies, Agency or a 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, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with then the Suspended Covenants will thereafter be reinstated and again become applicable. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.” Neither the failure of the Company or any of its Subsidiaries to comply with respect to Restricted Payments a Suspended Covenant during a Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with this Indenture during that period will constitute a Default, Event of Default or breach of any kind under this Indenture, the Notes or the Subsidiary Guarantees. Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be calculated in accordance with the terms of made as though Section 4.07 as though such covenant had been in effect at all times since the Initial Issuance Date, including during the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement DatePeriod. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Reversion Date. In addition, during any Covenant Suspension Period, the Board of Directors of the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspended Covenants. (a) During any period when of time that (i) the Notes have an Investment Grade Rating Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent”) then, the covenants in Sections 8.01(c), the Company 10.10, 10.11, 10.12, 10.13, 10.16, 10.18 and its Restricted Subsidiaries 10.19 will not be subject applicable to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture Notes (collectively, the “Suspended Covenants”); provided . (b) In the event that if the Company and the or any Restricted Subsidiaries are Subsidiary is not subject to the Suspended Covenants under this Indenture for any period of time as a result of Section 10.20(a), and on any subsequent date (the preceding portion of this sentence and, subsequently, either “Reversion Date”) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the or any Restricted Subsidiaries will Subsidiary shall thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events. The period of time between the suspension date and the Reversion Date is referred to as the “Suspension Period”. Any Subsidiary Guarantees granted by the Subsidiary Guarantors prior to any Suspension Period shall be suspended during the Suspension Period. Additionally, subject upon the occurrence of a Covenant Suspension Event, the amount of Net Available Cash from all Asset Dispositions (including Asset Dispositions made since the Issue Date) which are not applied in accordance with Section 10.16 shall be reset to zero. (c) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to the terms, conditions and obligations set forth in Reversion Date shall give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants 1) with respect to Restricted Payments made after such Reversion Date, the Reinstatement Date amount of Restricted Payments made will be calculated in accordance with the terms of Section 4.07 as though such covenant Section 10.10 had been in effect prior to and during the period since Suspension Period; (2) all Indebtedness incurred or issued, or Disqualified Stock issued, during the Issue Suspension Period shall be classified to have been incurred or issued pursuant to Section 10.13(b)(v); (3) to the extent any Indebtedness is incurred or issued during the Suspension Period that would have required the Restricted Subsidiaries to become Subsidiary Guarantors and such Indebtedness is outstanding on the Reversion Date, provided such requirement shall become effective on the Reversion Date; (4) to the extent that all Restricted Payments made, Indebtedness any Liens are incurred and other actions otherwise permitted by this Indenture effected during any Covenant the Suspension Period will not constitute a Default on any Reinstatement Date. such Liens shall be classified to have been incurred pursuant to clause (11) of the definition of Permitted Liens in Section 1.01 and (5) the applicable Subsidiary Guarantees shall be reinstated to the extent required by Section 10.19. (d) The Company will provide shall deliver promptly to the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and an Officer’s Certificate of the occurrence Company notifying it of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiariesevent set forth under this Section 10.20.

Suspended Covenants. During any period when of time (a "Suspension Period") that (i) the Notes have an ratings assigned to the Securities by both the Rating Agencies are Investment Grade Rating from both Rating Agencies Ratings and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the provisions terms of Sections 4.071011, 4.081012, 4.091013, 4.101014, 4.111016, 4.131018, 4.17 1019, 1020, clause (ii) of Section 1017 and clause paragraph (4) of Section 5.01 of this Indenture 801 (collectively, the “"Suspended Covenants”"); provided . In the event that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Securities for any period of time as a result of the preceding portion of this sentence and, subsequently, either of the one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes such Securities below the required Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRatings, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions Covenants and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants compliance with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal or downgrade will be calculated in accordance with the terms provisions of Section 4.07 1013 as though if such covenant had been in effect during the period since the Issue Datedate of execution of this Indenture. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that all (1) the Company and its Restricted Payments made, Indebtedness incurred Subsidiaries did not Incur or otherwise cause such facts and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement circumstances or obligations to exist in anticipation of a Covenant Suspension Period and withdrawal or downgrade by one or both of the occurrence Rating Agencies below an Investment Grade Rating and (2)the Company reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by the Company and shall be conclusively evidenced by a Reinstatement DateBoard Resolution to such effect adopted in good faith by the Board of Directors of the Company. In addition, during any Covenant Suspension Periodreaching their determination, the Company will not be permitted to designate any Board of its Subsidiaries as Unrestricted Subsidiaries.Directors may, but need not, consult with the Rating Agencies. NYDOCS01/566567 3

Suspended Covenants. During any period when of time (a "Suspension Period") that (i) the Notes have an ratings assigned to the Securities by both the Rating Agencies are Investment Grade Rating from both Rating Agencies Ratings and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the provisions terms of Sections 4.071011, 4.081012, 4.091013, 4.101014, 4.111016, 4.131018, 4.17 1019, 1020, clause (ii) of Section 1017 and clause paragraph (4) of Section 5.01 of this Indenture 801 (collectively, the “"Suspended Covenants”"); provided . In the event that if the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Securities for any period of time as a result of the preceding portion of this sentence and, subsequently, either of the one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes such Securities below the required Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRatings, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions Covenants and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants compliance with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal or downgrade will be calculated in accordance with the terms provisions of Section 4.07 1013 as though if such covenant had been in effect during the period since the Issue Datedate of execution of this Indenture. Notwithstanding the foregoing, neither (a) the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were Incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that all (1) the Company and its Restricted Payments made, Indebtedness incurred Subsidiaries did not Incur or otherwise cause such facts and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement circumstances or obligations to exist in anticipation of a Covenant Suspension Period and withdrawal or downgrade by one or both of the occurrence Rating Agencies below an Investment Grade Rating and (2)the Company reasonably believed that such Incurrence or actions would not result in such a withdrawal or downgrade. For purposes of clauses (1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by the Company and shall be conclusively evidenced by a Reinstatement DateBoard Resolution to such effect adopted in good faith by the Board of Directors of the Company. In addition, during any Covenant Suspension Periodreaching their determination, the Company will not be permitted to designate any Board of its Subsidiaries as Unrestricted Subsidiaries.Directors may, but need not, consult with the Rating Agencies. NYDOCS01/571795 3

Suspended Covenants. During any period when From and after the first day (the “Suspension Date”) on which (1) the Notes have an Investment Grade Rating from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.10 and clause (4) of Section 5.01 4.11 of this Indenture (collectively, the “Suspended Covenants”); provided that if the Company and the Restricted Subsidiaries are not subject . If at any date subsequent to the Suspended Covenants for any period of time as Suspension Date (each such date, a result of the preceding portion of this sentence and, subsequently, either of the Rating Agencies “Reversion Date”) Xxxxx’x or S&P 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 AgenciesRating, or a an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again will, on and after the Reversion Date, be subject to the Suspended Covenants, subject . The period of time between the Suspension Date and the Reversion Date is referred to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being herein as the “Reinstatement Date”)Suspension Period.” During the Suspension Period, the Board of Directors of the Company may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17. Compliance with Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind under this Indenture or the Notes will be deemed to have occurred as a result of a failure of the Company and the Restricted Subsidiaries to comply with respect a Suspended Covenant during the Suspension Period. Calculations made on and after the Reversion Date of the amount available to be made as Restricted Payments made after the Reinstatement Date under Section 4.07 will be calculated in accordance with the terms of made as if Section 4.07 as though such covenant had been in effect during the period at all times since the Issue Date, provided including during the Suspension Period, except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion Date, all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected Incurred during any Covenant the continuance of the Suspension Period will not constitute a Default on any Reinstatement Datebe classified as having been incurred pursuant to clause (3)(ii) of Section 4.09(b). The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Reversion Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspended Covenants. (a) During any period when of time that (i) the Notes have an Investment Grade Rating Ratings from both Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension PeriodEvent”) then, the covenants in Sections 8.01(c), the Company 10.10, 10.11, 10.12, 10.13, 10.16, 10.18 and its Restricted Subsidiaries 10.19 will not be subject applicable to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture Notes (collectively, the “Suspended Covenants”); provided . (b) In the event that if the Company and the or any Restricted Subsidiaries are Subsidiary is not subject to the Suspended Covenants under this Indenture for any period of time as a result of Section 10.20(a), and on any subsequent date (the preceding portion of this sentence and, subsequently, either “Reversion Date”) one or both of the Rating Agencies withdraws its ratings withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the or any Restricted Subsidiaries will Subsidiary shall thereafter again be subject to the Suspended CovenantsCovenants under this Indenture with respect to future events. The period of time between the suspension date and the Reversion Date is referred to as the “Suspension Period”. Any Subsidiary Guarantees granted by the Subsidiary Guarantors prior to any Suspension Period shall be suspended during the Suspension Period. (c) Notwithstanding the foregoing, subject in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to the terms, conditions and obligations set forth in Reversion Date shall give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants 1) with respect to Restricted Payments made after such Reversion Date, the Reinstatement Date amount of Restricted Payments made will be calculated in accordance with the terms of Section 4.07 as though such covenant Section 10.10 had been in effect prior to and during the period since Suspension Period; (2) all Indebtedness incurred or issued, or Disqualified Stock issued, during the Issue Suspension Period shall be classified to have been incurred or issued pursuant to Section 10.13(b)(v); (3) to the extent any Indebtedness is incurred or issued during the Suspension Period that would have required the Restricted Subsidiaries to become Subsidiary Guarantors and such Indebtedness is outstanding on the Reversion Date, provided such requirement shall become effective on the Reversion Date; (4) to the extent that all Restricted Payments made, Indebtedness any Liens are incurred and other actions otherwise permitted by this Indenture effected during any Covenant the Suspension Period will not constitute a Default on any Reinstatement Date. such Liens shall be classified to have been incurred pursuant to clause (11) of the definition of Permitted Liens in Section 1.01 and (5) the applicable Subsidiary Guarantees shall be reinstated to the extent required by Section 10.19. (d) The Company will provide shall deliver promptly to the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and an Officer’s Certificate of the occurrence Company notifying it of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiariesevent set forth under this Section 10.20.

Suspended Covenants. During any period when of time that the Notes have an Investment Grade Rating from both either of the Rating Agencies and no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.17, 4.18 (to the extent set forth in Section 4.18) and clause 5.01 (4to the extent set forth in Section 5.01) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"); provided PROVIDED, HOWEVER, such covenants shall not be suspended if the Investment Grade Rating was obtained directly or indirectly by the merger, consolidation or other acquisition of the Company with or by a Person that had an Investment Grade Rating from either of the Rating Agencies and the Company at such time did not have an Investment Grade Rating from either of the Rating Agencies; and PROVIDED FURTHER, that the covenants contained in Sections 4.03, 4.12, 4.15, 4.19, 4.20 and 4.21 of this Indenture will not be 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 preceding portion provisions of this sentence Section 4.22 and, subsequently, either of the Rating Agency or Rating Agencies which had given the Notes an Investment Grade Rating withdraws its or their 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 either Rating AgenciesAgency, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”"REINSTATEMENT DATE"), including those set forth above in this Section 4.22. Compliance with the Suspended Covenants this Section 4.22 with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenant had been in effect during the entire period since of time from which the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted SubsidiariesNotes are issued.

Suspended Covenants. During any period when the Notes have an Investment Grade Rating from both Rating Agencies and no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.13 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided 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 preceding portion of this sentence and, subsequently, either of the Rating Agencies 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 a 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, 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 Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenant had been in effect during the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiaries.

Suspended Covenants. (a) During any period when following the Escrow Release Date that the Notes have an a rating equal to or higher than BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade Rating from both Rating Agencies Ratings”) and no Default or Event of Default has occurred and is continuing under this Indenture (the such period, a “Covenant Suspension Period”), upon the delivery by the Company to the Trustee of an Officers’ Certificate to the foregoing effect, the Company and its the Restricted Subsidiaries will not be subject to the provisions of following Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”): (i) Section 4.07; (ii) Section 4.08; (iii) Section 4.09; (iv) Section 4.10; (v) Section 4.11; (vi) Section 4.18; and (vii) Section 5.01(a)(3); provided . (b) In the event 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 preceding portion of this sentence and, subsequently, paragraph and either of the Rating Agencies S&P or Xxxxx’x subsequently withdraws its ratings rating or downgrades the ratings assigned to its rating of the Notes below the applicable Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject except that no Default, Event of Default or breach of any kind shall be deemed to the terms, conditions and obligations set forth in exist under this Indenture (each such date of reinstatement being or the “Reinstatement Date”). Compliance Notes with respect to the Suspended Covenants with respect to Restricted Payments made based on, and none of the Company or any of its Subsidiaries shall have any liability for, any actions taken or events occurring during the Covenant Suspension Period, regardless of whether such actions or events would have been permitted if the applicable covenants had remained in effect during such period (or after the Reinstatement Date reinstatement date based solely on contractual obligations or other events arising during the Covenant Suspension Period). Calculations under Section 4.07 will be calculated in accordance with the terms of made as if Section 4.07 as though such covenant had been in effect since the Escrow Release Date, except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. Furthermore, (i) all Indebtedness incurred, or Disqualified Capital Stock or Preferred Stock issued, during the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on be deemed to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”; provided that any Reinstatement Date. The Company will provide Indebtedness incurred under the Trustee with prompt written notice upon Bank Credit Agreement shall be deemed to have been incurred pursuant to clause (1) of the commencement definition of a “Permitted Indebtedness” and (ii) all Liens incurred during the Covenant Suspension Period and will be deemed to have been incurred under clause (2) of the occurrence definition of a Reinstatement Date. “Permitted Liens.” (c) In addition, for purposes of Section 4.08, all contracts entered into during the Covenant Suspension Period that contain any of the restrictions contemplated by Section 4.08 will be deemed to have been existing on the Escrow Release Date. (d) During any Covenant Suspension Period, the Board of Directors of the Company will may not be permitted to designate any of its the Company’s Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to this Indenture. (e) The Company shall give the Trustee written notice of the commencement of any Covenant Suspension Period promptly, and in any event not later than five (5) Business Days, after the commencement thereof. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (f) The Company shall give the Trustee written notice of the termination of any Covenant Suspension Period not later than five (5) Business Days after the occurrence thereof. After any such notice of the termination of any Covenant Suspension Period, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspended Covenants. During any period when of time that the Notes have an Investment Grade Rating from both either of the Rating Agencies and no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of covenants contained in Section 801 (to the extent set forth in Section 801) and in Sections 4.071007, 4.081008, 4.091009, 4.101010, 4.111011, 4.131013, 4.17 1017 and clause 1018 (4to the extent set forth in Section 1018) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"); provided PROVIDED, HOWEVER, such covenants shall not be suspended if the Investment Grade Rating was obtained directly or indirectly by the merger, consolidation or other acquisition of the Company with or by a Person that had an Investment Grade Rating from either of the Rating Agencies and the Company at such time did not have an Investment Grade Rating from either of the Rating Agencies; and PROVIDED FURTHER, that the covenants contained in Sections 1003, 1012, 1015, 1019, 1020 and 1021 of this Supplemental Indenture will not be 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 preceding portion provisions of this sentence Section 1023 and, subsequently, either of the Rating Agency or Rating Agencies which had given the Notes an Investment Grade Rating withdraws its or their 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 either Rating AgenciesAgency, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”"REINSTATEMENT DATE"), including those set forth above in this Section 1023. Compliance with the Suspended Covenants this Section 1023 with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 1007 as though such covenant had been in effect during the entire period since of time from which the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted SubsidiariesNotes are issued.

Suspended Covenants. During any period when From and after the first day (the “Suspension Date”) on which (1) the Notes have an Investment Grade Rating from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company Parent and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.10 and clause (4) of Section 5.01 4.11 of this Indenture (collectively, the “Suspended Covenants”); provided that if the Company and the Restricted Subsidiaries are not subject . If at any date subsequent to the Suspended Covenants for any period of time as Suspension Date (each such date, a result of the preceding portion of this sentence and, subsequently, either of the Rating Agencies “Reversion Date”) Xxxxx’x or S&P 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 AgenciesRating, or a an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company Parent and the Restricted Subsidiaries will thereafter again will, on and after the Reversion Date, be subject to the Suspended Covenants, subject . The period of time between the Suspension Date and the Reversion Date is referred to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being herein as the “Reinstatement Date”). Compliance with Suspension Period.” During the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenant had been in effect during the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will Board of Directors of the Parent may not be permitted to designate any of its the Restricted Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to Section 4.17. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind under this Indenture or the Notes will be deemed to have occurred as a result of a failure of the Parent and the Restricted Subsidiaries to comply with a Suspended Covenant during the Suspension Period.

Suspended Covenants. (a) During any period when that the Notes have an a rating equal to or higher than BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade Rating from both Rating Agencies Ratings”) and no Default or Event of Default has occurred and is continuing under this Indenture (the such period, a “Covenant Suspension Period”), the Company and its the Restricted Subsidiaries will not be subject to the provisions of following Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”): (1) ‎Section 4.07; (2) ‎Section 4.08; (3) ‎Section 4.09; (4) ‎Section 4.11; (5) ‎Section 4.10; and (6) ‎Section 5.01(a)(2); provided . (b) In the event 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 preceding portion of this sentence and, subsequently, paragraph and either of the Rating Agencies S&P or Xxxxx’x subsequently withdraws its ratings rating or downgrades the ratings assigned to its rating of the Notes below the applicable Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section covenant described under ‎Section 4.07 as though such covenant had been in effect during the entire period since of time from the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during . (c) During any Covenant Suspension Period, the Board of Directors of the Company will may not be permitted to designate any of its the Company’s Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to this Indenture. The Company shall give the Trustee written notice of the commencement of any Covenant Suspension Period promptly, and in any event not later than 5 Business Days, after the commencement thereof. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of the termination of any Covenant Suspension Period not later than 5 Business Days after the occurrence thereof. After any such notice of the termination of any Covenant Suspension Period, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspended Covenants. (a) During any period when that the Notes have an a rating equal to or higher than BBB(or the equivalent) by S&P and Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade Rating from both Rating Agencies Ratings”) and no Default or Event of Default has occurred and is continuing under this Indenture (the such period, a “Covenant Suspension Period”), upon the delivery by the Company to the Trustee of an Officers’ Certificate to the foregoing effect, the Company and its the Restricted Subsidiaries will not be subject to the provisions of following Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 and clause (4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”): (i) Section 5.07; (ii) Section 5.08; (iii) Section 5.09; (iv) Section 5.10; (v) Section 5.11; (vi) Section 5.18; and (vii) Section 6.01(a)(3); provided . (b) In the event 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 preceding portion of this sentence and, subsequently, paragraph and either of the Rating Agencies S&P or Xxxxx’x subsequently withdraws its ratings rating or downgrades the ratings assigned to its rating of the Notes below the applicable Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) or Event of Default occurs and is continuing, then the Company and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject except that no Default, Event of Default or breach of any kind shall be deemed to the terms, conditions and obligations set forth in exist under this Indenture (each such date of reinstatement being or the “Reinstatement Date”). Compliance Notes with respect to the Suspended Covenants with respect to Restricted Payments made based on, and none of the Company or any of its Subsidiaries shall have any liability for, any actions taken or events occurring during the Covenant Suspension Period, regardless of whether such actions or events would have been permitted if the applicable covenants had remained in effect during such period (or after the Reinstatement Date reinstatement date based solely on contractual obligations or other events arising during the Covenant Suspension Period). Calculations under Section 5.07 70 will be calculated in accordance with the terms of made as if Section 4.07 as though such covenant 5.07 had been in effect during the period since the Issue Date, provided except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 5.07 was suspended. Furthermore, (i) all Restricted Payments madeIndebtedness incurred, Indebtedness incurred and other actions otherwise permitted by this Indenture effected or Disqualified Capital Stock or Preferred Stock issued, during any the Covenant Suspension Period will not constitute a Default on be deemed to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”; provided that any Reinstatement Date. The Company will provide Indebtedness incurred under the Trustee with prompt written notice upon Bank Credit Agreement shall be deemed to have been incurred pursuant to clause (1) of the commencement definition of a “Permitted Indebtedness” and (ii) all Liens incurred during the Covenant Suspension Period and will be deemed to have been incurred under clause (2) of the occurrence definition of a Reinstatement Date. “Permitted Liens.” (c) In addition, for purposes of Section 5.08, all contracts entered into during the Covenant Suspension Period that contain any of the restrictions contemplated by Section 5.08 will be deemed to have been existing on the Issue Date. (d) During any Covenant Suspension Period, the Board of Directors of the Company will may not be permitted to designate any of its the Company’s Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to this Indenture. (e) The Company shall give the Trustee written notice of the commencement of any Covenant Suspension Period promptly, and in any event not later than five (5) Business Days, after the commencement thereof. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (f) The Company shall give the Trustee written notice of the termination of any Covenant Suspension Period not later than five (5) Business Days after the occurrence thereof. After any such notice of the termination of any Covenant Suspension Period, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspended Covenants. During any period when the Notes have Company has an Investment Grade Rating from both Rating Agencies and no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”), the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.073.3, 4.083.4, 4.093.6, 4.103.7,3.8, 4.11, 4.13, 4.17 and clause (43) of Section 5.01 of this Indenture 4.1 and Section 3.12 (collectively, the “Suspended Covenants”); provided 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 preceding portion of this sentence and, subsequently, either of the Rating Agencies 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 AgenciesRatings, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Company Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended 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 Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 3.4 as though such covenant had been in effect during the entire period since of time from which the Issue DateSecurities are issued. However, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period period in which covenants are suspended will not constitute cause a Default default under this Indenture on any Reinstatement Date. The Company will provide the Trustee with prompt written notice upon the commencement of a Covenant Suspension Period and of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, period when the Suspended Covenants are suspended the Company will not be permitted to designate or redesignate any of its Subsidiaries as pursuant to the definition of “Unrestricted SubsidiariesSubsidiary.”

Suspended Covenants. During any period when (a) Following the Notes first day (the “Suspension Date”) that (i) the Securities have an Investment Grade Rating from both of the Rating Agencies Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.074.03, 4.084.04, 4.094.05, 4.10, 4.11, 4.13, 4.17 4.07 and clause (45.01(a)(3) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided . (b) 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 preceding portion of this sentence andforegoing, subsequently, either and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Notes Securities below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject Covenants with respect to future events. The period of time between the terms, conditions Suspension Date and obligations set forth the Reversion Date is referred to in this Indenture (each such date of reinstatement being description as the “Reinstatement DateSuspension Period”). Compliance 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 with respect during the Suspension Period. (c) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to Restricted Payments have been Incurred pursuant to Section 4.03(b)(4). Calculations made after the Reinstatement Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be calculated in accordance with the terms of Section 4.07 made as though such covenant Section 4.04 had been in effect during prior to, but not during, the period since the Issue Date, provided that all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected during any Covenant Suspension Period will not constitute a Default on any Reinstatement DatePeriod. The Company will provide shall give prompt notice to the Trustee with prompt written notice upon the commencement of a Covenant any Suspension Period Date or Reversion Date referred to in paragraphs (a) and (b) of the occurrence of a Reinstatement Date. In addition, during any Covenant Suspension Period, the Company will not be permitted to designate any of its Subsidiaries as Unrestricted Subsidiariesthis Section 4.14.

Suspended Covenants. (a) During any period when of time (1) the Notes have an Investment Grade Rating from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the “Covenant Suspension Period”)Indenture, the Company and its the Restricted Subsidiaries will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.17 4.11 and clause (45.01(a)(4) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided . (b) In the event 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 preceding portion of this sentence Section 4.23(a) and, subsequently, either of the Rating Agencies Moody’s or S&P withdraws its ratings rating or downgrades the ratings rating assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating AgenciesRating, or a an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuingcontinuing (the “Reversion Date”), then the Company and the Restricted Subsidiaries will thereafter again shall, on and after the Reversion Date, be subject to the Suspended Covenants, subject to . The period of time between the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants become suspended and the Reversion Date is referred to herein as the “Suspension Period.” During the Suspension Period, the Board of Directors of the Company may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind under this Indenture or the Notes will be deemed to have occurred as a result of a failure of the Company and the Restricted Subsidiaries to comply with respect a Suspended Covenant during the Suspension Period. (c) Calculations made on and after the Reversion Date of the amount available to be made as Restricted Payments made after the Reinstatement Date under Section 4.07 will be calculated in accordance with the terms of made as if Section 4.07 as though such covenant had been in effect during the period at all times since the Issue Date, provided that but not during the Suspension Period, and no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. On the Reversion Date, all Restricted Payments made, Indebtedness incurred and other actions otherwise permitted by this Indenture effected Incurred during any Covenant the continuance of the Suspension Period will not constitute a Default on any Reinstatement Date. be classified as having been incurred pursuant to clause (2)(a) of Section 4.09(b). (d) The Company will shall provide the Trustee and Holders with prompt written notice upon the commencement of any event or events giving rise to a Covenant Suspension Period or a Reversion Date, the date thereof and identifying the Suspended Covenants. The Trustee shall have no duty to monitor the ratings of the Notes or the occurrence of a Reinstatement Suspension Period or a Reversion Date. In addition, during any Covenant Suspension Periodor to notify Holders of the same. (e) Notwithstanding that the Suspended Covenants may be reinstated, without causing a Default or Event of Default, following a Reversion Date the Company will not and the Restricted Subsidiaries shall be permitted to designate honor any contractual commitments entered into during the Suspension Period; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of its Subsidiaries as Unrestricted Subsidiariesa reversion of the Suspended Covenants.