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. 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. 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. 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. 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 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 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 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 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.