Common use of Suspension of Certain Covenants Clause in Contracts

Suspension of Certain Covenants. If at any time after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from two Rating Agencies,” by each of the then applicable Rating Agencies) , and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 4.11, Section 4.14 and clause (4) of Section 5.01(a)(2)(C5.01(a) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIn addition, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not Guarantees shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, automatically released and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee grant further Guarantees shall not have any duty to notify the Holders of any such events or dates. be suspended. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfiedNotes cease to have Investment Grade Ratings from two Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. On each The period of time between the date of the Covenant Suspension Event and the Reversion DateDate is referred to in this description as the “Suspension Period.” (c) Upon the occurrence of a Covenant Suspension Event, all Indebtedness incurred during the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period prior to no additional subsidiary may be designated an Unrestricted Subsidiary unless such Reversion Date will be deemed to be Indebtedness incurred pursuant to designation would have been permitted if Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant 4.07 had been in effect since the Issue Date and prior, but not during, at all times during the Suspension Period. Restricted Payments made during In the Suspension Period will not reduce the amount available event of any such reinstatement, no action taken or omitted to be made as taken by the Issuer or any of its Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset Subsidiaries prior to zero. Notwithstanding that the Suspended Covenants may be reinstated, no such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have occurred as be permitted pursuant to Section 4.11(b)(6), (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a result Guarantor to take any action described in clauses (1) through (3) of a failure Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) and (5) no Restricted Subsidiary shall be required to comply with Section 4.14 after such reinstatement with respect to any guarantee entered into or any Indebtedness incurred by such Restricted Subsidiary during any Suspension Period. (d) On and after each Reversion Date, the Suspended Covenants during a Suspension Period (or on Issuer and its Subsidiaries shall be permitted to consummate the Reversion Date after a Suspension Period based solely on events that occurred transactions contemplated by any contract entered into during the Suspension Period), so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Issuer shall give written notice to the Trustee and the Holders within 30 days of the date of any Covenant Suspension Event and/or any Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally. (b) If at any time the Notes cease to have such Investment Grade Status, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Note Guarantees with respect to the Suspended Covenants with respect based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(4)(ii). On and after the Reversion Date, all Liens created during the Suspension Period will be Indebtedness incurred considered Permitted Liens pursuant to Section 4.06(b)(2)clause (11) of such definition. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, unless such designation would have complied with Section 3.3 as if Section 3.3 would have been in effect during such period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12During the Suspension Period, on any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall will be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuer or on the Reversion Date after a Suspension Period based solely on events that occurred any of its Restricted Subsidiaries during the Suspension Period). (d) On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or the occurrence of a Reversion Date.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from two Rating Agencies,” by each of the then applicable Rating Agencies) , and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 4.11, Section 4.14 and clause (4) of Section 5.01(a)(2)(C5.01(a) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIn addition, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not Subsidiary Guarantees shall be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, automatically released and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee grant further Subsidiary Guarantees shall not have any duty to notify the Holders of any such events or dates. be suspended. (b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfiedNotes cease to have Investment Grade Ratings from two Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. On each The period of time between the date of the Covenant Suspension Event and the Reversion DateDate is referred to in this description as the “Suspension Period.” (c) Upon the occurrence of a Covenant Suspension Event, all Indebtedness incurred during the amount of Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period prior to no additional subsidiary may be designated an Unrestricted Subsidiary unless such Reversion Date will be deemed to be Indebtedness incurred pursuant to designation would have been permitted if Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant 4.07 had been in effect since the Issue Date and prior, but not during, at all times during the Suspension Period. Restricted Payments made during In the Suspension Period will not reduce the amount available event of any such reinstatement, no action taken or omitted to be made as taken by the Issuer or any of its Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset Subsidiaries prior to zero. Notwithstanding that the Suspended Covenants may be reinstated, no such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be deemed to have occurred calculated as a result of a failure to comply with though Section 4.07 had been in effect prior to, but not during the Suspended Covenants during a Suspension Period (or on the Reversion Date after including with respect to a Suspension Period based solely on events that occurred Limited Condition Transaction entered into during the Suspension Period), (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6), (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) and (5) no Restricted Subsidiary shall be required to comply with Section 4.14 after such reinstatement with respect to any guarantee entered into or any Indebtedness incurred by such Restricted Subsidiary during any Suspension Period. (d) On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Issuer shall give written notice to the Trustee and the Holders within 30 days of the date of any Covenant Suspension Event and/or any Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company Parent Guarantor and its the Restricted Subsidiaries will not be subject to the covenants in Section 4.06SECTIONS 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally. (b) If at any time the Notes cease to have such Investment Grade Status, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoingif such covenants had never been suspended (such date, and on any subsequent date (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that, on the Company and its Restricted Subsidiaries will thereafter again Reversion Date, no Default, Event of Default or breach of any kind shall be subject deemed to exist under this Indenture, the Notes or the Notes Guarantees with respect to the Suspended Covenants during the Suspension Period (as defined below) based on, and none of the Parent Guarantor or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period solely with respect to future eventsthe Suspended Covenants, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2have been outstanding on the Issue Date, so that it is classified as permitted under SECTION 3.2(b)(4). For purposes On the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall SECTION 3.3 will be made as though such covenant SECTION 3.3 had been in effect since the Issue Date and priorprior to, but not during, during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(aSECTION 3.3(a). For purposes of Section 4.12, on All obligations to grant Guarantees shall be reinstated upon the Reversion Date. (d) The Trustee shall have no duty to monitor the ratings of the Notes, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall not be deemed to have occurred as a result any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status. The Company or the Parent Guarantor shall give the Trustee written notice upon the occurrence of a failure to comply with the Suspended Covenants during a Suspension Period (covenant suspension or on the any Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Date.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i1) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii2) no Default has or Event of Default shall have occurred and is be continuing, then beginning on that day and continuing at all times thereafter and subject to the provisions of the second succeeding paragraph of this covenant, the covenants specifically listed under the following sections in this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company ) will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause suspended: (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants Section 4.03; (ii) Section 4.04; (iii) Section 4.05; (iv) Section 4.06; (v) Section 4.07; (vi) Section 4.11 (but only with respect to future events. On each Reversion Date, all Indebtedness incurred any Person that is initially required to become a Guarantor during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred (as defined below)); and (vii) Section 5.01(a)(iv). (b) During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.06(b)(2). For purposes the definition of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. “Unrestricted Subsidiary.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a the failure to comply with the Suspended Covenants during a the Suspension Period (including any action taken or omitted to be taken with respect thereto and including any actions taken at any time pursuant to any contractual obligations arising during the Suspension Period not incurred in contemplation of a reversion of the Suspended Covenants) will not give rise to a Default or Event of Default under this Indenture. (c) Notwithstanding the foregoing, in the event that the covenants have been suspended and on any subsequent date the Notes no longer have an Investment Grade Rating, the foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date after a is referred to as the “Suspension Period based solely on events that occurred Period.” All Indebtedness incurred (including Acquired Indebtedness) and Disqualified Stock or Preferred Stock issued during the Suspension PeriodPeriod will be deemed to have been incurred or issued in reliance on Section 4.03(a) to the extent such Indebtedness, Disqualified Stock or Preferred Stock would be permitted to be incurred thereunder as of such Reversion Date. To the extent such Indebtedness, Disqualified Stock or Preferred Stock would not be so permitted to be incurred, it will be deemed to be incurred in reliance on the exception provided by Section 4.03(b)(iii). Calculations under the reinstated Section 4.04 will be made as if Section 4.04 had been in effect prior to, but not during, the period that Section 4.04 was suspended as set forth above. For purposes of determining compliance with Section 4.06, the Excess Proceeds from all Asset Sales not applied in accordance with such Section will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered pursuant to Section 4.07(b)(v), and for purposes of Section 4.05, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.05(c)(ii). In addition, this Indenture also permits, without causing a Default or Event of Default, the Company and its Restricted Subsidiaries to honor any contractual commitments to take actions following a Reversion Date; provided, however, that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall provide an Officers’ Certificate to the Trustee indicating the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no obligation to independently monitor the ratings of the Notes, determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder upon request.

Suspension of Certain Covenants. If at any time (a) From and after the Issue Date (i) the Notes are rated occurrence of an Investment Grade by each of S&P Rating Event, we and Xxxxx’x our Restricted Subsidiaries shall no longer be subject to clause (or, if either (or bothiv) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating AgenciesSection 5.01(a) and (ii) no Default has occurred Sections 4.06, 4.07, 4.09, 4.12 and is continuing under 4.13 of this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate b) If at any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the each such date, a “Reversion Date”) the condition set forth in clause (i) credit rating of the first paragraph of this section Notes is no longer satisfieddowngraded from an Investment Grade Rating by either Rating Agency, then the Company Suspended Covenants shall thereafter be reinstated and its Restricted Subsidiaries will thereafter again be subject applicable pursuant to the terms of this Indenture, unless and until the Notes subsequently attain an Investment Grade Rating. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant after the Notes attain an Investment Grade Rating and before any reinstatement of the Suspended Covenants nor compliance by the Company or any of its Subsidiaries with respect to future events. On each Reversion Dateany contractual obligation entered into in compliance with this Indenture during that period shall constitute a Default, all Indebtedness incurred during Event of Default or breach of any kind under this Indenture, the Notes or the Subsidiary Guarantees. (c) The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes herein as the “Suspension Period.” Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant 4.07 shall be made as though such covenant Section 4.07 had been in effect at all times since the Issue Date and priorDate, but not during, including during the Suspension Period. Restricted Payments made during Any Indebtedness incurred between the Suspension Period will not reduce Date and the amount available Reversion Date would be deemed to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on Permitted Debt subsequent to the Reversion Date. (d) During any Suspension Period, the amount Company may not designate any of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred its Subsidiaries as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Unrestricted Subsidiaries.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (Ratings from one or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the following covenants in (collectively, the “Suspended Covenants”): Section 4.06, Section 4.07, Section 4.09, Section 4.10, Section 4.12, Section 4.13 and clause (iv) of Section 5.01(a)(2)(C5.01(a). (b) (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time (such period of time between the Covenant Suspension Event and the Reversion Date, the “Suspension Period”) as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating such that the Notes do not have an Investment Grade Rating from either Rating Agency and/or (ii) the Issuer or any of this section is no longer satisfiedits Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating such that the Notes do not have an Investment Grade Rating from either Rating Agency, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii). (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. On each In the event of any such Reversion Date, all Indebtedness no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement, nor the performance of obligations incurred during the Suspension Period prior (which were permitted to be incurred at such Reversion Date time), will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made calculated as though such covenant Section 4.06 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period. , provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Payments made Subsidiaries on the Reversion Date (subject to the Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with the definition of “Unrestricted Subsidiary” and Section 4.06) and (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will not reduce be classified to have been incurred or issued pursuant to Section 4.07(b)(3). (d) The Issuer shall deliver promptly to the amount available Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event or Reversion Date under this Section 4.16. The Trustee shall have no duty to be made inquire as Restricted Payments under Section 4.07(a). For purposes to the treatment of Section 4.12, on the Issuer’s debt rating by the Rating Agencies or otherwise to verify the factual basis for the Issuer’s determination of the occurrence or timing of a Covenant Suspension Event or Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each , and the Company has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)hereunder, the Company and its the Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.11 and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIn addition, during in such time as the above referenced covenants are suspended (a “Suspension Period”)event, the Company will not be permitted may also elect to designate release any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver or all of the Collateral from the Liens securing the Notes and the Note Guarantees by electronically delivering or mailing by first-class mail a notice of such election to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. Collateral Agent. (b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraws their Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Company or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. On each Reversion , including, without limitation, a proposed transaction described in clause (b)(2) above, and any Collateral that was released from Liens securing the Notes and Note Guarantees as a result of the suspension of covenants, as well as any Collateral acquired since the Suspension Date, all Indebtedness incurred during will be restored and pledged to secure the Notes and Note Guarantees, as applicable. The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Company shall not designate any Subsidiary to be an Unrestricted Subsidiary unless the Company would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (d) On the Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified to have been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes of Section 4.11, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period and outstanding on the Reversion Date by any Restricted Subsidiary that is not a Note Guarantor will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.04(a) and the items specified in clauses (A) through (F) of the definition of “Cumulative Credit” shall increase the amount available to be made as Restricted Payments under Section 4.04(a). For purposes of determining compliance with Section 4.06 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.06 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (the “Suspension Date”) that: (i) the Notes are rated Borrower has Investment Grade by each Ratings from two Rating Agencies and the Borrower has delivered written notice of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with such Investment Grade Ratings to the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and Lender; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant continuing; then, beginning on such Suspension Event”)Date, the Company Borrower and its Restricted Subsidiaries other Loan Parties will not be subject to the covenants in Section 4.06Sections 6.3, Section 4.076.4, Section 4.096.5, Section 4.12, Section 4.13 6.9 and Section 5.01(a)(2)(C) 6.10 (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraws their Investment Grade Rating or downgrades the rating assigned to the Borrower below an Investment Grade Rating and/or (2) the Borrower or any of this section is no longer satisfiedits Subsidiaries enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicates that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Borrower below an Investment Grade Rating, then the Company Borrower and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (b)(2) above. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. ”. (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified to have been incurred pursuant to one of the clauses set forth in the definition of Permitted Indebtedness (or in each case, to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the definition of Permitted Indebtedness, such Indebtedness shall be deemed to have been outstanding on the Closing Date, so that it is classified as permitted pursuant to clause (l) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date after a Suspension Period based solely on events that occurred during of the amount available to be made as Restricted Payments under Section 6.5 shall be made as though Section 6.5 had been in effect since the Closing Date and throughout the Suspension Period).

Suspension of Certain Covenants. If at any time after the Issue Date (i) the Notes are rated Investment Grade by each two or three of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “three Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.06, Section 4.07, Section 4.094.10, Section 4.124.13, Section 4.13 4.14 and Section 5.01(a)(2)(C5.01(a)(3) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Subsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect and such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment as set forth under Section 4.07 following the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates(as defined below). In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On each Reversion Date, all Debt incurred during the Suspension Period (or on the prior to such Reversion Date will be deemed to be Debt incurred pursuant to Section 4.06(b)(8). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(3), calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after a Suspension Period based solely on events that occurred during the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(3) of such covenant. For purposes of Section 4.13, on the Reversion Date, the amount of Excess Proceeds will be reset to the amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date. The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any Suspension Period or Reversion Date, as the case may be, pursuant to this Section 4.19, upon which the Trustee may conclusively rely. The Trustee shall have no duty to inquire or to verify the ratings of the Notes by the Rating Agencies or otherwise to determine the factual basis for the Company’s determination of the occurrence or timing of a Suspension Period or Reversion Date. The Company also shall provide notice to the Holders of any Suspension Period or Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each , and the Issuer has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (hereunder, MPM and the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.11 and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIn addition, during in such time as the above referenced covenants are suspended (a “Suspension Period”)event, the Company will not be permitted Issuer may also elect to designate release any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver or all of the Collateral from the Liens securing the Notes and the Note Guarantees by electronically delivering or mailing by first-class mail a notice of such election to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. Collateral Agent. (b) In the event that MPM and the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraws their Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating and/or (2) MPM or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company MPM and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. On each Reversion , including, without limitation, a proposed transaction described in clause (b)(2) above, and any Collateral that was released from Liens securing the Notes and Note Guarantees as a result of the suspension of covenants, as well as any Collateral acquired since the Suspension Date, all Indebtedness incurred during will be restored and pledged to secure the Notes and Note Guarantees, as applicable. The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Issuer shall not designate any Subsidiary to be an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (d) On the Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified to have been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes of Section 4.11, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period and outstanding on the Reversion Date by any Restricted Subsidiary that is not a Note Guarantor will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.04(a) and the items specified in clauses (A) through (F) of the definition of “Cumulative Credit” shall increase the amount available to be made as Restricted Payments under Section 4.04(a). For purposes of determining compliance with Section 4.06 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.06 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.10 hereof, Section 4.124.11 hereof, Section 4.13 4.12 hereof, clauses (1)(a) and (2) of Section 5.01(a)(2)(C4.18 hereof, Section 4.19 hereof and clause (4) of Section 5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”. (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.10(a) or (b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(2)4.10(b)(3) hereof. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 hereof will be made as though such covenant Section 4.07 hereof had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)) hereof. For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuer or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) hereof at the time of such designation. For purposes of Section 4.11 hereof, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.17.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated Borrower has Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Covenant Parties and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.066.03 hereof, Section 4.076.04 hereof, Section 4.096.05 hereof, Section 4.126.06 hereof, Section 4.13 6.07 hereof, Section 6.09 hereof and Section 5.01(a)(2)(C6.11(a)(4) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Covenant Parties and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfied, Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating then the Company Covenant Parties and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Agreement. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”. (c) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants and the Borrower or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to Section 6.09 hereof with respect to future events. , including, without limitation, a proposed transaction described in this clause (c). (d) On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 6.05(a) or Section 6.05(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 6.05(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Closing Date, so that it is classified as permitted under Section 4.06(b)(26.05(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 6.03 will be made as though such covenant Section 6.03 had been in effect since the Issue Closing Date and prior, but not during, throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a6.03(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Borrower or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period).. For purposes of

Suspension of Certain Covenants. (a) If at any time after the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Event of Default has occurred and is continuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then until the end of the Suspension Period (as defined in Section 4.14(b)) the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section provisions under Sections 4.03, 4.04, 4.05 (provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period), 4.06, Section 4.07, 4.08, and paragraph (iii) of Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 5.01 (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the period of time between the Covenant Suspension Period (or on Event and the Reversion Date after a (the “Suspension Period”), or upon termination of the Suspension Period or after that time based solely on events that occurred any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified as having been incurred pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 shall be made as though Section 4.05 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.05(a)(3) except to the extent that such Restricted Payments were permitted to have been made and are treated as having been made pursuant to Section 4.05(b). (c) The Company shall promptly notify the Trustee in an Officers’ Certificate of the existence, and of the termination, of any Covenant Suspension Event or Reversion Date; provided, however, that the Trustee shall have no obligation to (i) monitor the ratings of the Securities, (ii) discover or verify the existence or termination of any Covenant Suspension Event or Reversion Date or (iii) notify holders of the Securities of any of the foregoing.

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 3.7 (the foregoing, the “Suspended CovenantsCovenant”). Additionally, during . (b) If at any time the Notes cease to have such time as Investment Grade Status and while the above referenced covenants are suspended (a “Suspension Period”), Notes do not have Investment Grade Status the Company will not be permitted to designate any Restricted issues new capital markets debt securities with Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time Covenant will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenant had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is no longer satisfied, then Indenture (including in connection with performing any calculation or assessment to determine compliance with the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes terms of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iiithis Indenture), calculations under such covenant shall be made as though such covenant had been in effect since unless and until the Issue Date Notes subsequently attain Investment Grade Status and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default is in existence (in which event the Suspended Covenant shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenant based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have occurred been permitted if the Suspended Covenant remained in effect during such period. The period of time between the date of suspension of the covenant and the Reversion Date is referred to as a result the “Suspension Period.” On the Reversion Date, all Liens Incurred during the Suspension Period will be classified to have been Incurred pursuant to the definition of a failure “Permitted Liens” (to comply with the extent such Liens would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Liens Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Liens would not be so permitted to be Incurred pursuant to the definition of “Permitted Liens,” such Liens will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. The Company shall give the Trustee written notice of the commencement of any Suspension Period promptly, and in any event not later than five Business Days after the commencement thereof. In the absence of such notice, the Company shall give the Trustee written notice of the termination of any Suspension Period not later than five Business Days after the occurrence thereof. After any such notice of the termination of any Suspension Period, the Trustee shall assume the Suspended Covenants during apply and are in full force and effect. (c) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Date.

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii) no Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 3.7 (the foregoing, the “Suspended CovenantsCovenant”). Additionally, during . (b) If at any time the Notes cease to have such time as Investment Grade Status and while the above referenced covenants are suspended (a “Suspension Period”), Notes do not have Investment Grade Status the Company will not be permitted to designate any Restricted issues new capital markets debt securities with Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time Covenant will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenant had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Event of Default is in existence (in which event the Suspended Covenant shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Guarantees with respect to the Suspended Covenants with respect Covenant based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspended Covenant remained in effect during such period. The period of time between the date of suspension of the covenant and the Reversion Date is referred to as the “Suspension Period.” On each the Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made Liens Incurred during the Suspension Period will not reduce be classified to have been Incurred pursuant to the amount available definition of “Permitted Liens” (to the extent such Liens would be permitted to be made Incurred thereunder as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, the Reversion Date and after giving effect to Liens Incurred prior to the Suspension Period and outstanding on the Reversion Date, ). To the amount extent such Liens would not be so permitted to be Incurred pursuant to the definition of unutilized Excess Proceeds “Permitted Liens,” such Liens will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred been outstanding on the Issue Date, so that they are classified as a result permitted under clause (11) of a failure the definition of “Permitted Liens.” During the Suspension Period, any future obligation to comply with grant further Guarantees shall be suspended. All such further obligations to grant Guarantees shall be reinstated upon the Reversion Date. The Company shall give the Trustee written notice of the commencement of any Suspension Period promptly, and in any event not later than five Business Days after the commencement thereof. In the absence of such notice, the Company shall give the Trustee written notice of the termination of any Suspension Period not later than five Business Days after the occurrence thereof. After any such notice of the termination of any Suspension Period, the Trustee shall assume the Suspended Covenants during apply and are in full force and effect. (c) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Date.

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 3.7 (the foregoing, the “Suspended CovenantsCovenant”). Additionally, during . (b) If at any time the Notes cease to have such time as Investment Grade Status and while the above referenced covenants are suspended (a “Suspension Period”), Notes do not have Investment Grade Status the Company will not be permitted to designate any Restricted issues new capital markets debt securities with Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time Covenant will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenant had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is no longer satisfied, then Indenture (including in connection with performing any calculation or assessment to determine compliance with the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes terms of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iiithis Indenture), calculations under such covenant shall be made as though such covenant had been in effect since unless and until the Issue Date Notes subsequently attain Investment Grade Status and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default is in existence (in which event the Suspended Covenant shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenant based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have occurred been permitted if the Suspended Covenant remained in effect during such period. The period of time between the date of suspension of the covenant and the Reversion Date is referred to as a result the “Suspension Period.” On the Reversion Date, all Liens Incurred during the Suspension Period will be classified to have been Incurred pursuant to the definition of a failure “Permitted Liens” (to comply with the extent such Liens would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Liens Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Liens would not be so permitted to be Incurred pursuant to the definition of “Permitted Liens,” such Liens will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, any future obligation to grant further Guarantees shall be suspended. All such further obligations to grant Guarantees shall be reinstated upon the Reversion Date. The Company shall give the Trustee written notice of the commencement of any Suspension Period promptly, and in any event not later than five Business Days after the commencement thereof. In the absence of such notice, the Company shall give the Trustee written notice of the termination of any Suspension Period not later than five Business Days after the occurrence thereof. After any such notice of the termination of any Suspension Period, the Trustee shall assume the Suspended Covenants during apply and are in full force and effect. (c) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Date.

Suspension of Certain Covenants. If at on any time after date following the Issue Date Date: (ia) the Notes are rated Investment Grade Baa3 or better by each of S&P Xxxxx’x Investor Service, Inc. and Xxxxx’x BBB- or better by Standard & Poor’s Rating Services (or, if either (or bothsuch entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” Exchange Act selected by each of the then applicable Rating Agencies) and Company as a replacement agency); and (iib) no Default has or Event of Default shall have occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) be continuing, then, beginning on that day and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06provisions of the following paragraph, Section the provisions of this Indenture described under Sections 4.07, Section 4.08, 4.09, 4.10, 4.11 and 4.16 hereof and clause (iv) of Section 4.125.01 hereof shall be suspended. During any period that the foregoing covenants have been suspended, Section 4.13 and Section 5.01(a)(2)(C) (the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries. Notwithstanding the foregoing, if the “Suspended Covenants”)rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be reinstated as of and from the date of such rating decline. Additionally, Any Indebtedness incurred during such time as the above referenced period when the covenants are suspended (a “Suspension Period”), the Company will not shall be permitted classified as having been incurred pursuant to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfiedSection 4.09 hereof. To the extent such Indebtedness would not be so permitted to be incurred, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all such Indebtedness incurred during the Suspension Period prior to such Reversion Date will shall be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes have been outstanding on the Issue Date, so that it is classified as permitted under clause (ii) of calculating the amount available to be made as Restricted Payments second paragraph under Section 4.07(a)(iii), calculations 4.09 hereof. Calculations under such covenant the reinstated Section 4.07 shall be made as though such covenant if Section 4.07 had been in effect since the Issue Date and prior, but not during, the Suspension PeriodDate. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedHowever, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Company or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period)period when the covenants are suspended. Promptly following the occurrence of any suspension or reinstatement of the covenants as described above, the Company shall provide an officer’s certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a suspension or reinstatement has occurred or notify the Holders of any suspension or reinstatement. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Suspension of Certain Covenants. If at on any time day after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture hereunder, then beginning on that date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.06, Section 4.07, Section 4.09, Section 4.10, 4.12, Section 4.13 4.13, 5.01(a)(iii)(3) and Section 5.01(a)(2)(C5.01(a)(iii)(4) (the foregoing, the “Suspended Covenants”). AdditionallyHowever, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company Issuer will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future eventsevents unless and until a subsequent Suspension Date occurs (in which event the Suspended Covenants shall no longer be in effect until a subsequent Reversion Date occurs). For the avoidance of doubt, notwithstanding the reinstatement of the Suspended Covenants upon a Reversion Date, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantee with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On each Reversion Date, all Non-Funding Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt incurred pursuant to clause (b)(8) of Section 4.06(b)(2)4.06. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii4.07(a)(3), calculations under such covenant shall be made as though such covenant had been in effect since during the entire period of time after the Issue Date and prior, but not during, (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.07(a)(3) of such covenant. For purposes of Section 4.09, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (a)(1), (2) or (3) of Section 4.09 entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted by clause (b)(1) of Section 4.09. For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that For purposes of Section 4.13, any transaction or Investment entered into after the Suspended Covenants may be reinstatedReversion Date pursuant to a contract, no Default agreement, loan, advance or Event guarantee with, or for the benefit of, any Affiliate of Default shall the Issuer entered into during the Suspension Period will be deemed to have occurred been in effect as of the Issue Date for purposes of clause (b)(6) of Section 4.13. The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a result of a failure to comply with the Suspended Covenants during a Covenant Suspension Period (Event or on the Reversion Date after a Suspension Period based solely on events that occurred during have occurred, or (iii) notify the Suspension Period)Holders of any of the foregoing.

Suspension of Certain Covenants. If at any time after the Issue Date that (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each at least two of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)hereunder, the Company Company, Parent and its the Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.06, Section 4.07, Section 4.09, Section 4.10, 4.11, 4.12, Section 4.13 4.14, 4.15, 4.18 and Section 5.01(a)(2)(C5.01(a)(iii)(A) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company Parent will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company Subsidiary unless Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment as set forth under Section 4.07 following the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates(as defined below). In the event that the Company Company, Parent and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section Section is no longer satisfied, then the Company Company, Parent and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants Covenant with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On each Reversion Date, all Debt Incurred during the Suspension Period (or on the prior to such Reversion Date will be deemed to be Debt Incurred pursuant to Section 4.06(b)(viii). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iv)(C), calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after a Suspension Period based solely on events that occurred during the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant under Section 4.07(b) will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(iv)(C) of such covenant. For purposes of Section 4.14, on the Reversion Date, the amount of Excess Proceeds will be reset to the amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated Securities have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each , and the Company has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)hereunder, the Company and its the Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.11 and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraws their Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade Rating and/or (2) the Company or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with an related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b)(2) above. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Company shall not designate any Subsidiary to be an Unrestricted Subsidiary unless the Company would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(3). For purposes of Section 4.11, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Restricted Subsidiary that is not a Guarantor will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.04(a) and the items specified in clauses (A) through (F) of the definition of “Cumulative Credit” shall increase the amount available to be made under Section 4.04(a). For purposes of determining compliance with Section 4.06(a) and Section 4.06(b), the Net Proceeds from all Asset Dispositions not applied in accordance with Section 4.06 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, Section 4.15 hereof (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Period as defined in clause (b) of this Section 4.16), Section 4.17 hereof and clause (iv) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”. (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Company or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Company shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(b) at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Covenant Suspension Event or Reversion Date under this Section 4.16; provided, however, that the Trustee shall have no obligation to ascertain or verify the occurrence of any Covenant Suspension Event or Reversion Date.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) and ; and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)) until the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to if any, the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.07 and Section 5.01(a)(2)(C5.01(a)(iv) (the foregoingcollectively, the “Suspended Covenants”)) will not be applicable to the Securities. Additionally, during such The period of time between the Covenant Suspension Event and the Reversion Date (as defined below) is referred to as the above referenced covenants are suspended (a “Suspension Period”).” During the Suspension Period, the Company Liens securing the Note Obligations will permanently terminate (and the Issuers or the relevant Subsidiary will not be permitted required to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of reinstate such Liens even if a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. occurs). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. . (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Existing First-Lien Issue Date, so that it is classified as permitted under Section 4.06(b)(24.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.04 will be made as though such covenant Section 4.04 had been in effect since the Existing First-Lien Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) For purposes of Section 4.124.06, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Certain Covenants. (a) If at any time after the Issue Date (i) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each from both of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, then the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 and 4.11, Section 5.01(a)(2)(C4.19, or clause (4) of Section 5.01 hereof (the foregoing, the “Suspended Covenants”). Additionally, during . (b) During any such time as period in which the above referenced covenants Suspended Covenants are suspended (a “Suspension Period”), the Company will shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Subsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment, as set forth in Section 4.07 hereof, following the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. . (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section Section 4.20(a) hereof is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. . (d) During the Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 hereof (including, without limitation, Permitted Liens to the extent provided for in Section 4.12 hereof), and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenants continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 hereof and for no other covenant). (e) On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Existing Indebtedness incurred pursuant to clause (2) of Section 4.06(b)(2)4.09(b) hereof. For purposes of calculating the amount available to be made as Restricted Payments under the second paragraph numbered (3) of Section 4.07(a)(iii)4.07(a) hereof, calculations under such covenant paragraph shall be made as though such covenant Section 4.07 had been in effect since during the entire period of time after the Issue Date and prior(including the Suspension Period), but not during, except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) hereof will not reduce the amount available to be made as Restricted Payments under the second paragraph numbered (3) of Section 4.07(a)) hereof. For purposes of Section 4.124.10, on the Reversion Date, the amount of unutilized Excess Proceeds not applied in accordance with such covenant will be reset to zero. . (f) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a any Suspension Period (or on upon the Reversion Date or after a Suspension Period that time solely based solely on upon events that occurred during the Suspension Period).

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Parent and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, Section 4.18 hereof and clause (4) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Parent and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Parent or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Parent shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16. Section 4.17. [Reserved.]

Suspension of Certain Covenants. If at on any time after date following the Issue Date Date: (ia) the Notes are rated of any series have an Investment Grade by each of S&P and Xxxxx’x Rating from at least one Rating Agency; and (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (iib) no Event of Default has shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and subject to the Company provisions of the following paragraph, the covenants of this Indenture under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, clause (4) of Section 5.01 and Article 12 will be suspended (the “Suspended Covenants”) with respect to the Notes of such series: During any period that the foregoing covenants have been suspended with respect to a series of Notes, the Board of Directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries with respect to the Notes of such series. During the Suspension Period with respect to any series of Notes, the Issuer and its Restricted Subsidiaries will not be subject entitled to incur Liens to the covenants extent provided for in Section 4.064.12 (including, without limitation, Permitted Liens). Any Permitted Liens that may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.12 and Section 5.01(a)(2)(C) (the “Permitted Liens” definition and for no other covenant). Notwithstanding the foregoing, if a Rating Agency withdraws its ratings or downgrades the “Suspended Covenants”). Additionally, during ratings assigned to the Notes of a series such time as that the above referenced covenants are suspended (a “Suspension Period”)Notes of such series no longer have an Investment Grade Rating from at least one Rating Agency, the Company will not foregoing covenants shall be permitted to designate any Restricted Subsidiary reinstated as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to of and from the Trustee an Officer’s Certificate setting forth the occurrence date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date rating decline (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future eventsthe Notes of such series. On each The period of time between the Covenant Suspension Event and the Reversion Date, all Date with respect to an applicable series of Notes is referred to in this Indenture as the “Suspension Period” and shall relate solely to such series of Notes. Any Indebtedness incurred during the Suspension Period prior to such Reversion Date (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be deemed to be Indebtedness classified as having been incurred pursuant to clause (3) of Section 4.06(b)(2)4.09(b) with respect to the applicable series of Notes. For purposes Solely with respect to any series of calculating Notes for which a Covenant Suspension Event has occurred: (1) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments”; (2) For purposes of Section 4.124.08, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clauses (1) through (4) of Section 4.08(a) entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (4) of Section 4.08(b); (3) For purposes of Section 4.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (4) of Section 4.11(b); (4) For purposes of Section 4.10, the amount of unutilized Collateral Excess Proceeds and Excess Proceeds will be reset to at zero. ; and (5) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (a) no Default or Default, Event of Default shall or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any Contractual Obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during a the Suspension Period (or on or, upon termination of the Reversion Date after a Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period), and (b) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Promptly following the occurrence of any Suspension Period or Reversion Date in accordance with this Section 4.18, the Issuer will provide an Officer’s Certificate to the Trustee regarding such occurrence, provided that the failure to so notify the Trustee shall not be a default under this Indenture. The Trustee shall have no obligation to independently determine or verify if a Suspension Period or Reversion Date has occurred or notify the holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. The Trustee shall have no duty to monitor the ratings of the Notes, and shall not be deemed to have any knowledge of the ratings of the Notes.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.09, Section 4.12, Section 4.13 3.4 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally. (b) If at any time the Notes cease to have such Investment Grade Status, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status is in existence (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status is in existence); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Guarantees with respect to the Suspended Covenants with respect based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made Incurred during the Suspension Period will not reduce the amount available be classified to be made as Restricted Payments under have been Incurred pursuant to Section 4.07(a3.2(b)(iv)(ii). For purposes of Section 4.12During the Suspension Period, on any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. On and after each Reversion Date, the amount of unutilized Excess Proceeds Issuers and their Subsidiaries will be reset permitted to zeroconsummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (d) The Issuers shall send prompt written notice to the Trustee if the conditions in Section 3.14(a) are satisfied or if a Reversion Date occurs. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default The Trustee shall not be deemed to have occurred as a result knowledge of a failure to comply with the Suspended Covenants during a Suspension Period (any suspension of covenants or on the Reversion Date after unless a Suspension Period based solely on events that occurred during Trust Officer has received the Suspension Periodnotice referred to in this Section 3.14(d).

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (the “Suspension Date”) that: (i) the Notes are rated Chrysler Group LLC has Investment Grade by each Ratings from two Rating Agencies and the Borrower has delivered written notice of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with such Investment Grade Ratings to the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and Lender; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant continuing; then, beginning on such Suspension Event”)Date, the Company Borrower and its Restricted Subsidiaries other Loan Parties will not be subject to the covenants in Section 4.06Sections 8.03, Section 4.078.04, Section 4.098.05, Section 4.12, Section 4.13 8.08 and Section 5.01(a)(2)(C) 8.10 (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraws their Investment Grade Rating or downgrades the rating assigned to Chrysler Group LLC below an Investment Grade Rating and/or (2) Chrysler Group LLC or any of this section is no longer satisfiedits Subsidiaries enters into an agreement to effect a transaction that would result in a Change of Control as defined in the US First Lien Loan Agreement and one or more of the Rating Agencies indicates that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to Chrysler Group LLC below an Investment Grade Rating, then the Company Borrower and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (b)(2) above. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. ”. (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. (d) On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified to have been incurred pursuant to one of the clauses set forth in the definition of Permitted Indebtedness (or in each case, to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the definition of Permitted Indebtedness, such Indebtedness shall be deemed to have been outstanding on the Restatement Date, so that it is classified as permitted pursuant to clause (vii) of the definition of Permitted Indebtedness. Calculations made after the Reversion Date after a Suspension Period based solely on events that occurred during of the amount available to be made as Restricted Payments under Section 8.05 shall be made as though Section 8.05 had been in effect since the Restatement Date and throughout the Suspension Period).

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.09, Section 4.12, Section 4.13 3.4 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally. (b) If at any time the Notes cease to have such Investment Grade Status, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Event of Default has occurred and is continuing (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Guarantees with respect to the Suspended Covenants with respect based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made Incurred during the Suspension Period will not reduce the amount available be classified to be made as Restricted Payments under have been Incurred pursuant to Section 4.07(a3.2(b)(iv)(ii). For purposes of Section 4.12During the Suspension Period, on any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. On and after each Reversion Date, the amount of unutilized Excess Proceeds Issuers and their Subsidiaries will be reset permitted to zeroconsummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (d) The Issuers shall send prompt written notice to the Trustee if the conditions in Section 3.14(a) are satisfied or if a Reversion Date occurs. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default The Trustee shall not be deemed to have occurred as a result knowledge of a failure to comply with the Suspended Covenants during a Suspension Period (any suspension of covenants or on the Reversion Date after unless a Suspension Period based solely on events that occurred during Trust Officer has received the Suspension Periodnotice referred to in this Section 3.14(d).

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i) the Notes are rated Securities have Investment Grade by each Ratings from two of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “three Rating Agencies,” by each , and the Company has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) Trustee, and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on such date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension EventDate”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 801(a)(iii), Section 4.071008, Section 4.091009, Section 4.121010, Section 4.13 1012, 1013 and Section 5.01(a)(2)(C) 1016 hereof (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) two or more of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating and/or (ii) the Company or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and two or more of the Rating Agencies indicate that, if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (ii) above. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating herein as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Company may not designate any Subsidiary as an Unrestricted Subsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and such designation shall be deemed to have created a Restricted Payment or a Permitted Payment, as the case may be, pursuant to the covenant described under Section 1009 following the Reversion Date. (d) On the Reversion Date, all Indebtedness incurred or Preferred Stock or Disqualified Stock issued during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under subclause (iv) of the second paragraph of Section 1008. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the covenant described under Section 1009 will be made as though the covenant described under Section 1009 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 1009; provided, however, that the items specified in clause (a)(iii) of Section 1009 will increase the amount available to be made as Restricted Payments thereunder. On the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (i), (ii), (iii) or (iv) of Section 1016 entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (a) thereunder. Any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (ix) of Section 1010. For purposes of determining compliance with Section 1012, on the Reversion Date, the Net Cash Proceeds from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. (e) The Company, in an Officers’ Certificate, shall promptly provide notice to the Trustee of the commencement and termination of any Suspension Period. The Trustee shall have no obligation to (i) independently determine or verify if any Suspension Date after a or Reversion Date shall have occurred, (ii) make any determination regarding the impact on any action taken during any Suspension Period based solely on events that occurred during or the Company’s future compliance with any covenants or (iii) notify Holders of the commencement or termination of any Suspension Period).

Suspension of Certain Covenants. If at on any time after date following the Issue Date Date: (ia) the Notes are rated of any series have an Investment Grade by each of S&P and Xxxxx’x Rating from at least one Rating Agency; and (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (iib) no Event of Default has shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses clause (ia) and this clause (iib) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and subject to the Company provisions of the following paragraph, the covenants of this Indenture under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, clause (4) of Section 5.01 and Article 12 will be suspended (the “Suspended Covenants”) with respect to the Notes of such series: During any period that the foregoing covenants have been suspended with respect to a series of Notes, the Board of Directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries with respect to the Notes of such series. During the Suspension Period with respect to any series of Notes, the Issuer and its Restricted Subsidiaries will not be subject entitled to incur Liens to the covenants extent provided for in Section 4.064.12 (including, without limitation, Permitted Liens). Any Permitted Liens that may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.12 and Section 5.01(a)(2)(C) (the “Permitted Liens” definition and for no other covenant). Notwithstanding the foregoing, if a Rating Agency withdraws its ratings or downgrades the “Suspended Covenants”). Additionally, during ratings assigned to the Notes of a series such time as that the above referenced covenants are suspended (a “Suspension Period”)Notes of such series no longer have an Investment Grade Rating from at least one Rating Agency, the Company will not foregoing covenants shall be permitted to designate any Restricted Subsidiary reinstated as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to of and from the Trustee an Officer’s Certificate setting forth the occurrence date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date rating decline (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future eventsthe Notes of such series. On each The period of time between the Covenant Suspension Event and the Reversion Date, all Date with respect to an applicable series of Notes is referred to in this Indenture as the “Suspension Period” and shall relate solely to such series of Notes. Any Indebtedness incurred during the Suspension Period prior to such Reversion Date (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be deemed to be Indebtedness classified as having been incurred pursuant to clause (3) of Section 4.06(b)(2)4.09(b)(3) with respect to the applicable series of Notes. For purposes Solely with respect to any series of calculating Notes for which a Covenant Suspension Event has occurred: (1) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments”; (2) For purposes of Section 4.124.08, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clauses (1) through (4) of Section 4.08(a) entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.08(b)(4); (3) For purposes of Section 4.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.11(b)(4); (4) For purposes of Section 4.10, the amount of unutilized Collateral Excess Proceeds and Excess Proceeds will be reset to at zero. ; and (5) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (a) no Default or Default, Event of Default shall or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any Contractual Obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during a the Suspension Period (or on or, upon termination of the Reversion Date after a Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period), and (b) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Promptly following the occurrence of any Suspension Period or Reversion Date in accordance with this Section 4.18, the Issuer will provide an Officer’s Certificate to the Trustee regarding such occurrence, provided that the failure to so notify the Trustee shall not be a default under this Indenture. The Trustee shall have no obligation to independently determine or verify if a Suspension Period or Reversion Date has occurred or notify the holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. The Trustee shall have no duty to monitor the ratings of the Notes, and shall not be deemed to have any knowledge of the ratings of the Notes.

Suspension of Certain Covenants. (a) If at any time after the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Event of Default has occurred and is continuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then until the end of the Suspension Period (as defined in Section 4.14(b)) the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section provisions under Sections 4.03, 4.04, 4.05 (provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period), 4.06, Section 4.07, 4.08, and paragraph (iv) of Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 5.01 (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the period of time between the Covenant Suspension Period (or on Event and the Reversion Date after a (the “Suspension Period”), or upon termination of the Suspension Period or after that time based solely on events that occurred any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified as having been incurred pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 shall be made as though Section 4.05 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.05(a)(3) except to the extent that such Restricted Payments were permitted to have been made and are treated as having been made pursuant to Section 4.05(b). (c) The Company shall promptly notify the Trustee in an Officers’ Certificate of the existence, and of the termination, of any Covenant Suspension Event or Reversion Date; provided, however, that the Trustee shall have no obligation to (i) monitor the ratings of the Securities, (ii) discover or verify the existence or termination of any Covenant Suspension Event or Reversion Date or (iii) notify holders of the Securities of any of the foregoing.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, Section 4.15 hereof (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Period as defined in clause (b) of this Section 4.16), Section 4.17 hereof and clause (iv) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”. (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuer or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to 0 at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Covenant Suspension Event or Reversion Date under this Section 4.16; provided, however, that the Trustee shall have no obligation to ascertain or verify the occurrence of any Covenant Suspension Event or Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each , and the Issuer has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, then, beginning on that date, the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.08, 4.09, Section 4.124.10, Section 4.13 4.11, 4.14 and 4.15 (but only with respect to any Person that is required to become a Note Guarantor after the date of the commencement of the applicable Suspension Date) and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (2) of this paragraph (b). On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (or d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). For purposes of Section 4.15, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Non-Guarantor Subsidiary will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 shall be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of determining compliance with Section 4.10 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at any time after Following the Issue Date (i) first day the Notes are rated have achieved Investment Grade by each Status and no Default or Event of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture Indenture, the beginning on that day and ending on a Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as such period a “Covenant Suspension EventPeriod”), the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”4.1(a)(3). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(4)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12As described above, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedhowever, no Default or Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuer or any of the Restricted Subsidiaries during a the Suspension Period (or on other than agreements to take actions after the Reversion Date after a that would not be permitted outside of the Suspension Period based solely on entered into in contemplation of the Reversion Date). During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events that occurred have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period)Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Parent and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, Section 4.18 hereof and clause (4) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Parent and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Parent or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Parent shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Suspension of Certain Covenants. If at on any time after date following the Issue Date Date: (ia) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x Rating from at least one Rating Agency; and (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (iib) no Event of Default has shall have occurred and is be continuing under this Indenture (the occurrence of the events described in the foregoing clauses clause (ia) and this clause (iib) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and subject to the Company provisions of the following paragraph, the covenants of this Indenture under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, clause (4) of Section 5.01 and Article 12 will be suspended (the “Suspended Covenants”): During any period that the foregoing covenants have been suspended, the Board of Directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries. During the Suspension Period, the Issuer and its Restricted Subsidiaries will not be subject entitled to incur Liens to the covenants extent provided for in Section 4.064.12 (including, without limitation, Permitted Liens). Any Permitted Liens that may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.12 and Section 5.01(a)(2)(C) (the “Permitted Liens” definition and for no other covenant). Notwithstanding the foregoing, if a Rating Agency withdraws its ratings or downgrades the “Suspended Covenants”). Additionally, during ratings assigned to the Notes such time as that the above referenced covenants are suspended (a “Suspension Period”)Notes no longer have an Investment Grade Rating from at least one Rating Agency, the Company will not foregoing covenants shall be permitted to designate any Restricted Subsidiary reinstated as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to of and from the Trustee an Officer’s Certificate setting forth the occurrence date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date rating decline (the “Reversion Date”) ). The period of time between the condition set forth Covenant Suspension Event and the Reversion Date is referred to in clause (i) of this Indenture as the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events“Suspension Period”. On each Reversion Date, all Any Indebtedness incurred during the Suspension Period prior to such Reversion Date (or deemed incurred or issued in connection with a Limited Condition Transaction entered into during the Suspension Period) will be deemed to be Indebtedness classified as having been incurred pursuant to Section 4.06(b)(24.09(b)(3). For purposes Solely with respect to the Notes for which a Covenant Suspension Event has occurred: (1) Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period (including with respect to a Limited Condition Transaction entered into during the Suspension Period). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, all Investments made during the Suspension Period (or deemed made in connection with a Limited Condition Transaction entered into during the Suspension Period) will be classified to have been made under clause (5) of the definition of “Permitted Investments”; (2) For purposes of Section 4.124.08, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clauses (1) through (4) of Section 4.08(a) entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under Section 4.08(b)(4); (3) For purposes of Section 4.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.11(b)(4); (4) For purposes of Section 4.10, the amount of unutilized Collateral Excess Proceeds and Excess Proceeds will be reset to at zero. ; and (5) Notwithstanding that the Suspended Covenants may be reinstatedreinstated after the Reversion Date, (a) no Default or Default, Event of Default shall or breach of any kind will be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any Contractual Obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during a the Suspension Period (or on or, upon termination of the Reversion Date after a Suspension Period or after that time based solely on events any action taken or event that occurred during the Suspension Period), and (b) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. Promptly following the occurrence of any Suspension Period or Reversion Date in accordance with this Section 4.18, the Issuer will provide an Officer’s Certificate to the Trustee regarding such occurrence, provided that the failure to so notify the Trustee shall not be a default under this Indenture. The Trustee shall have no obligation to independently determine or verify if a Suspension Period or Reversion Date has occurred or notify the holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request. The Trustee shall have no duty to monitor the ratings of the Notes, and shall not be deemed to have any knowledge of the ratings of the Notes.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuers and its the Restricted Subsidiaries will shall not be subject to the covenants in 1010, 1011, 1013, 1014, 1015, 1016, 1024 hereof, and clause (4) of Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 801 hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuers and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfied, Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating then the Company Issuers and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect under this Indenture. The period of time between the Covenant Suspension Event and the Reversion Date is referred to future events. herein as the “Suspension Period”. (c) On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 1011(a) or one of the clauses set forth in Section 1011(b) (to the extent such Indebtedness or Disqualified Stock or preferred stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to the Section 1011(a) or Section 1011(b), such Indebtedness or Disqualified Stock or preferred stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(21011(b)(2). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 1010 will be made as though such covenant Section 1010 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the Section 4.07(a1010(b). For purposes of Section 4.12As described above, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedhowever, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during a the Suspension Period (or other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date). For purposes of Section 1018, on the Reversion Date after a Date, the unutilized Excess Proceeds and the Excess Spectrum Asset Proceeds amounts will be reset to zero. (d) During the Suspension Period based solely on events that occurred during no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension Period)Event or Reversion Date, under this Section 1025.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Parent and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, clauses (1)(a) and (2) of Section 5.01(a)(2)(C4.17 hereof, Section 4.18 hereof and clause (4) of Section 5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Parent and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”. (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Parent or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Parent shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) and ; and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)) until the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to if any, the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.07 and Section 5.01(a)(2)(C5.01(a)(iv) (the foregoingcollectively, the “Suspended Covenants”)) will not be applicable to the Securities. Additionally, during such The period of time between the Covenant Suspension Event and the Reversion Date (as defined below) is referred to as the above referenced covenants are suspended (a “Suspension Period”).” During the Suspension Period, the Company Liens securing the Note Obligations will permanently terminate (and the Issuers or the relevant Subsidiary will not be permitted required to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of reinstate such Liens even if a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. occurs). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. . (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.04 will be made as though such covenant Section 4.04 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) For purposes of Section 4.124.06, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Certain Covenants. If at any time after Following the Issue Date (i) first day the Notes are rated have achieved Investment Grade by each Status and no Default or Event of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture Indenture, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIf at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Note Guarantees with respect to the Suspended Covenants with respect based on, and none of the Issuers or any of their Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(4)(ii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12In addition, on any future obligation to grant further Note Guarantees shall be released. All such further obligations to grant Note Guarantees shall be reinstated upon the Reversion Date. During the Suspension Period, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants no Restricted Subsidiary may be reinstateddesignated as an Unrestricted Subsidiary. The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no Default obligation to (i) independently determine or Event verify if such events have occurred, (ii) make any determination regarding the impact of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred actions taken during the Suspension Period)Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at any time after Following the Issue Date (i) first day the Notes are rated have achieved Investment Grade by each Status and no Default or Event of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture Indenture, then beginning on that day and ending on a Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as such period a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”4.1(a)(3). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(5)(ii). For purposes On or after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedHowever, no Default or Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during a the Suspension Period (or on other than agreements to take actions after the Reversion Date after a that would not be permitted outside of the Suspension Period based solely on entered into in contemplation of the Reversion Date). During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuers, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events that occurred have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period)Period on the Issuers’ future compliance with their covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at on any time after date following the Issue Date Date: (ia) the Notes are rated Investment Grade as follows by each at least two of Xxxxx’x, S&P and Xxxxx’x Fitch: Baa3 or better by Xxxxx’x, BBB- or better by S&P or BBB- or better by Fitch (or, if either (or bothany such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” Exchange Act selected by each of the then applicable Rating Agencies) and Company as a replacement agency); and (iib) no Default has or Event of Default shall have occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) be continuing, then, beginning on that day and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06provisions of the following paragraph, Section the provisions of this Indenture described under Sections 4.07, Section 4.08, 4.09, 4.10, 4.11 and 4.16 hereof and clause (iv) of Section 4.125.01 hereof shall be suspended. During any period that the foregoing covenants have been suspended, Section 4.13 and Section 5.01(a)(2)(C) (the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries. Notwithstanding the foregoing, if at least two of Xxxxx’x, S&P and Fitch no longer rate the “Suspended Covenants”applicable series of notes at least Baa3, BBB- or BBB- (or the equivalent of any of the foregoing), respectively, the foregoing covenants shall be reinstated as of and from the date of such occurrence. Additionally, Any Indebtedness incurred during such time as the above referenced period when the covenants are suspended (a “Suspension Period”), the Company will not shall be permitted classified as having been incurred pursuant to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfiedSection 4.09 hereof. To the extent such Indebtedness would not be so permitted to be incurred, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all such Indebtedness incurred during the Suspension Period prior to such Reversion Date will shall be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes have been outstanding on the Issue Date, so that it is classified as permitted under clause (ii) of calculating the amount available to be made as Restricted Payments second paragraph under Section 4.07(a)(iii), calculations 4.09 hereof. Calculations under such covenant the reinstated Section 4.07 shall be made as though such covenant if Section 4.07 had been in effect since the Issue Date and prior, but not during, the Suspension PeriodDate. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedHowever, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Company or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period)period when the covenants are suspended. Promptly following the occurrence of any suspension or reinstatement of the covenants as described above, the Company shall provide an officer’s certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a suspension or reinstatement has occurred or notify the Holders of any suspension or reinstatement. The Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon request.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date Date: and (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) and ; (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)) until the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to if any, the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.07 and Section 5.01(a)(2)(C5.01(a)(iv) (the foregoingcollectively, the “Suspended Covenants”)) will not be applicable to the Securities. Additionally, during such The period of time between the Covenant Suspension Event and the Reversion Date (as defined below) is referred to as the above referenced covenants are suspended (a “Suspension Period”).” During the Suspension Period, the Company Liens securing the Note Obligations will permanently terminate (and the Issuers or the relevant Subsidiary will not be permitted required to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of reinstate such Liens even if a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. occurs). (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. . (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Existing First-Lien Issue Date, so that it is classified as permitted under Section 4.06(b)(24.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.04 will be made as though such covenant Section 4.04 had been in effect since the Existing First-Lien Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) For purposes of Section 4.124.06, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period).

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each from at least two of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below) (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants specifically listed in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, 4.11 and clause (iv) of Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C5.01(a) of this Indenture (the foregoingcollectively, the “Suspended Covenants”). Additionally” and each individually, during such time as the above referenced covenants are suspended (a “Suspension PeriodSuspended Covenant”), the Company ) will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver applicable to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or datesNotes. In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) that the condition set forth in clause (i) Notes no longer have an Investment Grade Rating from at least two of the first paragraph of this section is no longer satisfiedRating Agencies, then the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called the “Suspension Period.” On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will shall be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant 4.04 shall be made as though such covenant Section 4.04 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Company or its Restricted Payments made Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period (and not in contemplation of the Reversion Date) so long as such contract and such consummation would have been permitted during such Suspension Period. (b) For purposes of Section 4.05, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (a), (b) or (c) of Section 4.05 entered into during the Suspension Period will not reduce be deemed to have been in effect on the amount available to be made as Restricted Payments Issue Date, so that they are permitted under clause (1) of Section 4.07(a). 4.05. (c) For purposes of Section 4.124.06, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that . (d) For purposes of Section 4.07, any Affiliate Transaction entered into after the Suspended Covenants may be reinstatedReversion Date pursuant to a contract, no Default agreement, loan, advance or Event guaranty with, or for the benefit of, any Affiliate of Default shall the Company entered into during the Suspension Period will be deemed to have occurred been in effect as a result of a failure to the Issue Date for purposes of Section 4.07(b)(vi). Within 10 days following the Reversion Date, any Guarantees released solely upon the related Covenant Suspension Event shall be reinstated and the Company must comply with the Suspended Covenants during terms of Section 4.11. (e) During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiaries.” (f) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Suspension Period. The Trustee shall have no independent obligation to determine if a Suspension Period (has commenced or on terminated, to notify the Reversion Date after a Suspension Period based solely on events that occurred during Holders regarding the Suspension Period)same or to determine the consequences thereof.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.10 hereof, Section 4.124.11 hereof, Section 4.13 4.12 hereof, clauses (1) and (2) of Section 5.01(a)(2)(C4.18(a) hereof, Section 4.19 hereof and clause (the foregoing, 4) of Section 5.01(a) hereof (the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.10(a) or (b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(2)4.10(b)(3) hereof. For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 hereof will be made as though such covenant Section 4.07 hereof had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)) hereof. For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuer or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) hereof at the time of such designation. For purposes of Section 4.11 hereof, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.17.

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 3.7 (the foregoing, the “Suspended CovenantsCovenant”). Additionally, during . (b) If at any time the Notes cease to have such time as Investment Grade Status and while the above referenced covenants are suspended (a “Suspension Period”), Notes do not have Investment Grade Status the Company will not be permitted to designate any Restricted issues new capital markets debt securities with Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time Covenant will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenant had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is no longer satisfied, then Indenture (including in connection with performing any calculation or assessment to determine compliance with the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes terms of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iiithis Indenture), calculations under such covenant shall be made as though such covenant had been in effect since unless and until the Issue Date Notes subsequently attain Investment Grade Status and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default is in existence (in which event the Suspended Covenant shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenant based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspended Covenant remained in effect during such period. The period of time between the date of suspension of the covenant and the Reversion Date is referred to as the “Suspension Period.” On the Reversion Date, all Liens Incurred during the Suspension Period will be classified to have been Incurred pursuant to the definition of “Permitted Liens” (to the extent such Liens would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Liens Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Liens would not be so permitted to be Incurred pursuant to the definition of “Permitted Liens,” such Liens will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, any future obligation to grant further Guarantees shall be suspended. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Company or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. The Company shall give the Trustee written notice of the commencement of any Suspension Period promptly, and in any event not later than five Business Days after the commencement thereof. In the absence of such notice, the Company shall give the Trustee written notice of the termination of any Suspension Period not later than five Business Days after the occurrence thereof. After any such notice of the termination of any Suspension Period, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (c) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Reversion Date.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ia) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each from both of the then applicable Rating Agencies) Ratings Agencies and (iib) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Issuers and its their Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.8 and Section 5.01(a)(2)(C4.1(a)(4) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIf at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, during then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time as that the above referenced covenants are suspended (a “Suspension Period”Notes maintain an Investment Grade Rating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to Notes or the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject if any, with respect to the Suspended Covenants for based on, and none of the Issuers or any of their Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time as a result between the date of suspension of the foregoing, covenants and on any subsequent date (the Reinstatement Date is referred to as the “Reversion Date”) Suspension Period.” On the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Reinstatement Date, all Indebtedness incurred Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Reversion Date will Indebtedness would not be so permitted to be Incurred pursuant Sections 3.2(a) or (b), such Indebtedness shall be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(3). For purposes Calculations made after the Reinstatement Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant 3.3 shall be made as though such covenant the covenants described under Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that During any period when the Suspended Covenants are suspended, the board of directors of the Company may be reinstated, no Default or Event not designate any of Default the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Issuers shall be deemed provide an Officer’s Certificate to have occurred as a result the Trustee indicating the occurrence of a failure to comply with the any Suspended Covenants during a Suspension Period or Reinstatement Date. The Trustee shall have no obligation to (i) independently determine or on verify if such events have occurred, (ii) make any determination regarding the Reversion Date after a Suspension Period based solely on events that occurred impact of any actions taken during the Suspension Period)Period on the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Suspended Covenants or Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue first day of a Covenant Suspension Event and continuing until the Reversion Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as such period a “Covenant Suspension EventPeriod”), the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (provisions of the foregoing, the “Suspended Covenants”). Additionally, during such . (b) If at any time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted subsequent to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not the Notes cease to have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to an Investment Grade Rating by either Rating Agency, then the Suspended Covenants for any period of time as a result of the foregoingwill, from such date and on any subsequent date thereafter be reinstated (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both Ratings Agencies and no Default or Event of Default is continuing (in which event the Suspended Covenants will no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Rating from both Ratings Agencies and no Default or Event of Default is continuing); provided that no Default, then Event of Default or breach of any kind will be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Guarantees with respect to the Suspended Covenants with respect based on, and none of the Issuer or any of its Subsidiaries will bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to future events. any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness incurred have been Incurred pursuant to Section 4.06(b)(24.03(b)(2). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.04 will be made as though such covenant Section 4.04 had been in effect since the Issue Effective Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.04(a) to the extent set forth therein; provided that the amount available to be made as a Restricted Payment thereunder shall not be reduced to below zero as a result of such Restricted Payments made during the Suspension Period, and the items specified in Section 4.04(a)(3)(A) through (F) that occur during the Suspension Period will increase the amount available to be made as a Restricted Payment under Section 4.04(a)(3). For purposes of Section 4.12, on On the Reversion Date, the amount of unutilized Excess Proceeds will from Net Available Cash shall be reset to at zero. Notwithstanding that Any Affiliate Transaction entered into after the Suspended Covenants may be reinstated, no Default or Event of Default Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to have occurred be permitted pursuant to Section 4.05(b)(4). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in clauses (1) through (4) of Section 4.11(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(1). No Subsidiaries shall be designated as a result Unrestricted Subsidiaries during any Suspension Period. (d) The Issuer shall send written notice to the Trustee upon the commencement of a any Suspension Period or the occurrence of any Reversion Date; provided that the failure to comply with so notify the Suspended Covenants during Trustee shall not be a Suspension Period Default. (or on e) The Trustee shall have no duty to monitor the Reversion Date after a Suspension Period based solely on events that occurred during ratings of the Suspension Period)Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify any holders if the Notes achieve an Investment Grade Rating.

Suspension of Certain Covenants. If at any time after Following the Issue Date (i) first day the Notes are rated have achieved Investment Grade by each Status and no Default or Event of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture Indenture, then beginning on that day and ending on a Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (period a “Suspension Period”), the Company Issuers and the Company’s Restricted Subsidiaries will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingSections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events4.1(a)(3). On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(5)(iii). For purposes On or after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12As described above, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedhowever, no Default or Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during a the Suspension Period (or on other than agreements to take actions after the Reversion Date after a that would not be permitted outside of the Suspension Period based solely on entered into in contemplation of the Reversion Date). During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuers, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events that occurred have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period)Period on the Issuers’ future compliance with their covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each , and the Issuer has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, then, beginning on that date, the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.08, 4.09, Section 4.124.10 (but only with respect to Asset Sales of non-Collateral), Section 4.13 4.11, 4.14 and 4.15 (but only with respect to any Person that is required to become a Note Guarantor after the date of the commencement of the applicable Suspension Date) and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b)(2) above. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case, to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or Section 4.09(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). For purposes of Section 4.15, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Non-Guarantor Subsidiary will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 shall be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) and the items specified in clauses (1) through (6) of the definition of “Cumulative Credit” shall increase the amount available to be made as Restricted Payments under Section 4.07(a).. For purposes of determining compliance with Section 4.10 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 shall be deemed to be reset to zero. Exhibit 4.81 SUCCESSORS

Suspension of Certain Covenants. If at any time after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each at least two of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture hereunder (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day, the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.06 and Section 5.01(a)(2)(C) 5.01(a)(iii)(C), (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section Section is no longer satisfied, then the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any Subsidiary prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to Notes. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii)Debt Incurred, calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prioror Disqualified Stock or Preferred Stock issued, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed classified to have occurred as a result of a failure been Incurred pursuant to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Section 4.06.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will shall not be subject to ‎Section 4.07 hereof, ‎Section 4.08 hereof, ‎Section 4.09 hereof, ‎Section 4.10 hereof, ‎Section 4.11 hereof, ‎Section 4.15 hereof (but only with respect to any Person that is required to become a Guarantor after the covenants date of the commencement of the applicable Suspension Period as defined in Section 4.06clause (b) of this ‎Section 4.16), Section 4.07, Section 4.09, Section 4.12, Section 4.13 ‎Section 4.17 hereof and Section 5.01(a)(2)(Cclause (iv) of ‎Section 5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2have been outstanding on the Issue Date, so that it is classified as permitted under ‎Section 4.09(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall ‎Section 4.07 will be made as though such covenant ‎Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section ‎Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Company or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Company shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(b) at the time of such designation. For purposes of ‎Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Covenant Suspension Event or Reversion Date under this ‎Section 4.16; provided, however, that the Trustee shall have no obligation to ascertain or verify the occurrence of any Covenant Suspension Event or Reversion Date.

Suspension of Certain Covenants. If at any time after the Issue Date that (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” ”, by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)hereunder, the Company and its Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.06, Section 4.07, Section 4.094.10, Section 4.124.13, Section 4.13 4.14 and Section 5.01(a)(2)(C5.01(a)(3) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Subsidiary unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect and such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment as set forth under Section 4.07 following the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates(as defined below). In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On each Reversion Date, all Debt incurred during the Suspension Period (or on the prior to such Reversion Date will be deemed to be Debt incurred pursuant to Section 4.06(b)(8). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(3), calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after a Suspension Period based solely on events that occurred during the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(3) of such covenant. For purposes of Section 4.13, on the Reversion Date, the amount of Excess Proceeds will be reset to the amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of any Suspension Period or Reversion Date, as the case may be, pursuant to this Section 4.18, upon which the Trustee may conclusively rely. The Trustee shall have no duty to inquire or to verify the ratings of the Notes by the Rating Agencies or otherwise to determine the factual basis for the Company’s determination of the occurrence or timing of a Suspension Period or Reversion Date. The Company also shall provide notice to the Holders of any Suspension Period or Reversion Date.

Suspension of Certain Covenants. If at any time after the Issue Issuance Date (i) the Notes are rated Investment Grade by each at least two of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) , and (ii) no Default has occurred and is continuing under this the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day, the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06the Indenture described in Sections 4.2(a), Section 4.074.2(b), Section 4.094.2(d), Section 4.124.2(f) and 4.2(g), Section 4.13 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section Section 4.2(k) is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any Subsidiary prior to such reinstatement shall give rise to a Default or Unmatured Default under this Indenture with respect to Notes. On each Reversion Date, all Indebtedness incurred Debt incurred, or Disqualified Capital Stock issued, during the Suspension Period prior shall be classified to such Reversion Date will be deemed to be Indebtedness have been incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments clause (a)(xi) under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a)4.2. For purposes of Section 4.124.2(d), on the Reversion Date, the amount of unutilized Excess Proceeds will Remaining Asset Disposal Amount shall be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event amount of Default shall be deemed to have occurred the Remaining Asset Disposal Amount in effect as a result of a failure to comply with the Suspended Covenants during a first day of the Suspension Period (or ending on such Reversion Date. The Company shall promptly notify the Reversion Date after a Trustees of the commencement of any Suspension Period based solely on events that occurred during or Reversion Date. The Trustees shall have no obligation to provide notice thereof to the Suspension Period)Noteholders.

Suspension of Certain Covenants. (a) If at any time after the Issue Date (i) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each from both of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (Indenture, then the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Parent, the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 and 4.11, Section 5.01(a)(2)(C4.19, or clause (4) of Section 5.01 hereof (the foregoing, the “Suspended Covenants”). Additionally, during . (b) During any such time as period in which the above referenced covenants Suspended Covenants are suspended (a “Suspension Period”), the Parent and the Company will shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Subsidiary unless the Parent or the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment, as set forth in Section 4.07 hereof, following the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. . (c) In the event that the Parent, the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section Section 4.20(a) hereof is no longer satisfied, then the Parent, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. . (d) During the Suspension Period, the Parent, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 hereof (including, without limitation, Permitted Liens to the extent provided for in Section 4.12 hereof), and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenants continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 hereof and for no other covenant). (e) On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Existing Indebtedness incurred pursuant to clause (2) of Section 4.06(b)(2)4.09(b) hereof. For purposes of calculating the amount available to be made as Restricted Payments under the second paragraph numbered (3) of Section 4.07(a)(iii)4.07(a) hereof, calculations under such covenant paragraph shall be made as though such covenant Section 4.07 had been in effect since during the entire period of time after the Issue Date and prior(including the Suspension Period), but not during, except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) hereof will not reduce the amount available to be made as Restricted Payments under the second paragraph numbered (3) of Section 4.07(a)) hereof. For purposes of Section 4.124.10, on the Reversion Date, the amount of unutilized Excess Proceeds not applied in accordance with such covenant will be reset to zero. . (f) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a any Suspension Period (or on upon the Reversion Date or after a Suspension Period that time solely based solely on upon events that occurred during the Suspension Period).

Suspension of Certain Covenants. If at on any time day after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)hereunder, then the Company and its Restricted Subsidiaries United Wholesale Mortgage, LLC will not be subject to the covenants in Section Sections 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.13, 5.01(a)(iii)(3) and Section 5.01(a)(2)(C5.01(a)(iii)(4) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company and United Wholesale Mortgage, LLC will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries United Wholesale Mortgage, LLC are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries United Wholesale Mortgage, LLC will thereafter again be subject to the Suspended Covenants with respect to future eventsevents unless and until a subsequent Suspension Date occurs (in which event the Suspended Covenants shall no longer be in effect until a subsequent Reversion Date occurs). For the avoidance of doubt, notwithstanding the reinstatement of the Suspended Covenants upon a Reversion Date, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantee with respect to the Suspended Covenants based on, and none of the Company, United Wholesale Mortgage, LLC or any of their Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On each Reversion Date, all Non-Funding Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt incurred pursuant to clause (b)(8) of Section 4.06(b)(2)4.06. For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii4.07(a)(3), calculations under such covenant shall be made as though such covenant had been in effect since during the entire period of time after the Issue Date and prior, but not during, (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.07(a)(3) of such covenant. For purposes of Section 4.09, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (a)(1), (2) or (3) of Section 4.09 entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted by clause (b)(1) of Section 4.09. For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that For purposes of Section 4.13, any transaction or Investment entered into after the Suspended Covenants may be reinstatedReversion Date pursuant to a contract, no Default agreement, loan, advance or Event guarantee with, or for the benefit of, any Affiliate of Default shall the Company entered into during the Suspension Period will be deemed to have occurred been in effect as a result of a failure the Issue Date for purposes of clause (b)(6) of Section 4.13. Promptly following the occurrence of any Suspension Date or Reversion Date, the Company will provide an Officers’ Certificate to comply with the Suspended Covenants during Trustee regarding such occurrence. The Trustee shall have no obligation to monitor the rating of the Notes, independently determine or verify if a Suspension Period (Date or on the a Reversion Date after has occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a Suspension Period based solely on events that occurred during copy of such Officers’ Certificate to any Holder of the Suspension Period)Notes upon written request.

Suspension of Certain Covenants. (a) If at any time after date following the Issue Date Date, (i1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” shall be deemed to have occurred. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (such period a “Suspension Period”)) with respect to the Notes, the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 4.11, Section 4.14, Section 4.17 and clause (4) of Section 5.01(a)(2)(C5.01(a) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”. (c) On each Reversion Date, all Indebtedness Indebtedness, Disqualified Stock or Preferred Stock incurred during the Suspension Period will be classified as having been incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness or Disqualified Stock or Preferred Stock incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred pursuant to Section 4.09(a) or 4.09(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). (d) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments in Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date (but not during the Suspension Period); provided that, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the Issuer or any of its Restricted Subsidiaries with an Affiliate of the Issuer during the applicable Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant have been entered into on or prior to Section 4.06(b)(2). For the Issue Date, and for purposes of calculating Section 4.08, all contracts entered into during the amount available applicable Suspension Period prior to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such Reversion Date that contain any of the restrictions contemplated by such covenant shall will be made as though such covenant had deemed to have been in effect since existing on the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a)Date. For purposes of Section 4.124.10, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. (e) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event and reinstatement of Suspended Covenants on a Reversion Date under this Section 4.15. The Trustee shall not have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or if a Suspension Period has commenced or ended, nor any duty to notify the Holders of any of the foregoing. (f) Notwithstanding that the reinstatement of the Suspended Covenants may be reinstatedon a Reversion Date, no Default or Event of Default or breach of any kind under this Indenture, the Notes or the Guarantees shall be deemed to have occurred on such Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants Issuer or its Restricted Subsidiaries during a the Suspension Period (or on upon the Reversion Date after a termination of the Suspension Period or thereafter based solely on events that occurred during the Suspension Period)) to the extent such actions were permitted under this Indenture during the Suspension Period, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the applicable Suspension Period to the extent such actions were permitted under this Indenture during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during any Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Parent and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, Section 4.17 hereof, Section 4.18 hereof and clause (4) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Parent and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(3). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Parent or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) at the time of such designation. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Parent shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) and ; and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)) until the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to if any, the covenants in Section 4.06Sections 4B.03, Section 4.074B.04, Section 4.094B.05, Section 4.124B.06, Section 4.13 4B.07 and Section 5.01(a)(2)(C5.01(a)(iv) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company ) will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver applicable to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. Securities. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4B.03(a) or one of the clauses set forth in Section 4B.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24B.03(b)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 4B.04 will be made as though such covenant Section 4B.04 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4B.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. (d) For purposes of Section 4.124B.06, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that . (e) The Issuers shall provide the Suspended Covenants may be reinstated, no Default Trustee with notice of each Covenant Suspension Event or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during within 5 Business Days following the Suspension Period)occurrence thereof.

Suspension of Certain Covenants. (a) If at any time after the Issue Date Date: (i) the Notes are rated Securities have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Event of Default has occurred and is continuing under this Indenture at such time (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then until the end of the Suspension Period (as defined in Section 4.14(b)) the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section provisions under Sections 4.03, 4.04, 4.05 (provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period), 4.06, Section 4.07, 4.08, and paragraph (iii) of Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 5.01 (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the period of time between the Covenant Suspension Period (or on Event and the Reversion Date after a (the “Suspension Period”), or upon termination of the Suspension Period or after that time based solely on events that occurred any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified as having been incurred pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 shall be made as though the covenant described under Section 4.05 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.05(a)(3) except to the extent that such Restricted Payments were permitted to have been made and are treated as having been made pursuant to Section 4.05(b).

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i1) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating from at least two Rating Agencies,” by each of the then applicable Rating Agencies) , and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.11 and Section 5.01(a)(2)(C5.01(a)(iii) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of Section 4.15(a) and, subsequently, two of the foregoingRating Agencies rate the Notes below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such ratings withdrawal or downgrade or the occurrence of such Default or Event of Default, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied), then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event of Default; provided that there shall not be deemed to have occurred a Default or Event of Default with respect to future events. On each Reversion Date, all Indebtedness incurred any covenant during the time (the “Suspension Period prior Period”) that the Issuer and the Restricted Subsidiaries were not subject to such the Suspended Covenants (or after that time based solely on events that occurred during that time). Calculations made after the Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant 4.04 shall be made as though such covenant Section 4.04 had been in effect since the Issue Escrow Release Date and priorprior to, but not during, the Suspension Period; provided that any dividend or distribution declared during the three-month period prior to any Reversion Date shall be treated as though Section 4.04 had been in effect on such date. Accordingly, other than as set forth in the immediately preceding proviso, Restricted Payments made during the Suspension Period will shall not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.04(a). The Issuer shall give the Trustee written notice of any such suspension of covenants and in any event not later than five Business Days after such suspension has occurred. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. The Trustee has no duty to monitor the rating of the Notes or to notify Holders of the occurrence of any Suspension Period or Reversion Date. (c) Solely for the purpose of determining the amount of Permitted Liens under the Section 4.13 during any Suspension Period and without limiting the Issuer’s or any Restricted Subsidiary’s ability to Incur Indebtedness during any Suspension Period, to the extent that calculations in Section 4.13 refer to Section 4.03, such calculations shall be made as though Section 4.03 remains in effect during the Suspension Period. On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to clause (a) or one of the subclauses set forth in clause (b) of Section 4.03 (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to clause (a) or one of the subclauses set forth in clause (b) of Section 4.03, such Indebtedness shall be deemed to have been outstanding on the Escrow Release Date, so that it is classified as permitted under Section 4.04(b)(iv). For purposes of determining compliance with Section 4.12, 4.06 on the Reversion Date, the amount of unutilized Excess Proceeds will Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.06 shall be deemed to reset to at zero. Notwithstanding No Subsidiaries may be designated as Unrestricted Subsidiaries during any Suspension Period. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)apply and are in full force and effect.

Suspension of Certain Covenants. (a) If at on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) , and (ii) no Default or Event of Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)) and continuing until the occurrence of the Reversion Date, if any, the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.09 hereof, Section 4.124.10 hereof, Section 4.13 4.11 hereof, and clause (4) of Section 5.01(a)(2)(C5.01(a) hereof (the foregoing, the “Suspended Covenants”). Additionally, during such time as . (b) During any period that the above referenced foregoing covenants are suspended (a “Suspension Period”)have been suspended, the Company will may not be permitted to designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiaries pursuant to the second clause of the definition of “Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. .” (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. On each The period of time between the Suspension Date and the Reversion DateDate is referred to in this description as the “Suspension Period”. Upon the occurrence of a Covenant Suspension Event, all the amount of Excess Proceeds from Asset Sales shall be reset to zero. (d) During any Suspension Period, the Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness incurred attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 without equally and ratably securing the Notes pursuant to the covenant described under such covenant; and (ii) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10; provided, however, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. (e) During the Suspension Period, the Company and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) to the extent provided for in such covenant and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period prior to (but solely for purposes of Section 4.12 and for no other covenant). (f) Notwithstanding the foregoing, in the event of any such Reversion Date will be deemed reinstatement, no action taken or omitted to be Indebtedness incurred pursuant taken by the Company or any of its Restricted Subsidiaries during the Suspension Period shall give rise to Section 4.06(b)(2). For purposes a Default or Event of calculating Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as of Restricted Payments under Section 4.07(a)(iii), calculations under such covenant made shall be made calculated as though such covenant Section 4.07 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Restricted Payments made ; and (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will not reduce shall be classified to have been incurred or issued pursuant to Section 4.09(b)(3). (g) The Company shall deliver promptly to the amount available to be made as Restricted Payments Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding 4.20; provided that the Suspended Covenants may be reinstated, Trustee shall have no Default duty to monitor the occurrence or Event suspension of Default shall be deemed any Suspension Date or Revision Date and no duty to have occurred as a result notify the Holders of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)any such date.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each , and the Issuer has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, then, beginning on that date, the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.08, 4.09, Section 4.124.10 (but only with respect to Asset Sales of non-Collateral), Section 4.13 4.11, 4.14 and 4.15 (but only with respect to any Person that is required to become a Note Guarantor after the date of the commencement of the applicable Suspension Date) and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (2) of this paragraph (b). On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (or d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). For the purposes of Section 4.15, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Non-Guarantor Subsidiary will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 shall be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of determining compliance with Section 4.10 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally. (b) If at any time the Notes cease to have such Investment Grade Status, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default has occurred and is continuing under the Indenture (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Note Guarantees with respect to the Suspended Covenants with respect based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(4)(ii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, unless such designation would have complied with Section 3.3 as if Section 3.3 would have been in effect during such period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12During the Suspension Period, on any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no No Default or Event of Default shall will be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuers or on the Reversion Date after a Suspension Period based solely on events that occurred any of their Restricted Subsidiaries during the Suspension Period). (d) On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (e) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status.

Suspension of Certain Covenants. If at any time after Following the Issue Date (i) first day the Notes are rated have achieved Investment Grade by each Status and no Default or Event of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture Indenture, then beginning on that day and ending on a Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as such period a “Covenant Suspension EventPeriod”), the Company and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”4.1(a)(3). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate On any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Section 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(5)(ii). For purposes On or after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedHowever, no Default or Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during a the Suspension Period (or on other than agreements to take actions after the Reversion Date after a that would not be permitted outside of the Suspension Period based solely on entered into in contemplation of the Reversion Date). During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuers, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events that occurred have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period)Period on the Issuers’ future compliance with their covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at (a) If, on any time after date following the Issue Date date, (i) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) 3.7 (the foregoing, the “Suspended CovenantsCovenant”). Additionally, during . (b) If at any time the Notes cease to have such time as Investment Grade Status and while the above referenced covenants are suspended (a “Suspension Period”), Notes do not have Investment Grade Status the Company will not be permitted to designate any Restricted issues new capital markets debt securities with Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion DateGuarantees, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time Covenant will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenant had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is no longer satisfied, then Indenture (including in connection with performing any calculation or assessment to determine compliance with the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes terms of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iiithis Indenture), calculations under such covenant shall be made as though such covenant had been in effect since unless and until the Issue Date Notes subsequently attain Investment Grade Status and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default is in existence (in which event the Suspended Covenant shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenant based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have occurred been permitted if the Suspended Covenant remained in effect during such period. The period of time between the date of suspension of the covenant and the Reversion Date is referred to as a result the “Suspension Period.” On the Reversion Date, all Liens Incurred during the Suspension Period will be classified to have been Incurred pursuant to the definition of a failure “Permitted Liens” (to comply with the extent such Liens would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Liens Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Liens would not be so permitted to be Incurred pursuant to the definition of “Permitted Liens,” such Liens will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.” During the Suspension Period, any future obligation to grant further Guarantees shall be suspended. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. The Company shall give the Trustee written notice of the commencement of any Suspension Period promptly, and in any event not later than five Business Days after the commencement thereof. In the absence of such notice, the Company shall give the Trustee written notice of the termination of any Suspension Period not later than five Business Days after the occurrence thereof. After any such notice of the termination of any Suspension Period, the Trustee shall assume the Suspended Covenants during apply and are in full force and effect. (c) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Date.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ia) the Notes are rated have an Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each from both of the then applicable Rating Agencies) Agencies and (iib) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Issuer and its Restricted Subsidiaries will shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7 (but not with respect to any Guarantor that is guaranteeing the covenants in Section 4.06Notes at the time the Suspension Period commences and provided that such covenant shall apply to any Restricted Subsidiary that is guaranteeing Indebtedness upon any Reinstatement Date), Section 4.07, Section 4.09, Section 4.12, Section 4.13 3.8 and Section 5.01(a)(2)(C4.1(a)(4) (the foregoingcollectively, the “Suspended Covenants”). AdditionallyIf at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, during then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time as that the above referenced covenants are suspended (a “Suspension Period”Notes maintain an Investment Grade Rating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to Registration Rights Agreement, the Trustee an Officer’s Certificate setting forth Notes or the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject Guarantees with respect to the Suspended Covenants for based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events that occurred during the Suspension Period (as defined below), including any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time as a result between the date of suspension of the foregoing, covenants and on any subsequent date (the Reinstatement Date is referred to as the “Reversion Date”) Suspension Period.” On the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Reinstatement Date, all Indebtedness incurred during the Suspension Period prior shall be classified by the Issuer to such Reversion Date will be deemed to be Indebtedness have been incurred pursuant to Section 4.06(b)(23.2(b)(3); provided that all Indebtedness outstanding on the Reinstatement Date under any Credit Facility shall be deemed incurred under Section 3.2(b)(1) (up to the maximum amount of such Indebtedness permitted by such clause and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). For purposes of calculating On the amount available to be made as Restricted Payments under Section 4.07(a)(iii)Reinstatement Date, calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. all Restricted Payments made during the Suspension Period will not shall be classified as having been made pursuant to Section 3.3(a) or, at the Issuer’s option, any of the clauses of Section 3.3(b) or of the definition in this Indenture of “Permitted Investments.” Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a)3.3(a) or, if applicable, such clauses. For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that During any period when the Suspended Covenants are suspended, the board of directors of the Issuer may be reinstated, no Default or Event not designate any of Default the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Issuer shall be deemed provide an Officer’s Certificate to have occurred as a result the Trustee indicating the occurrence of a failure to comply with the Suspended Covenants during a any Suspension Period or Reinstatement Date. The Trustee shall have no obligation to (i) independently determine or on verify if such events have occurred, (ii) make any determination regarding the Reversion Date after a Suspension Period based solely on events that occurred impact of actions taken during the Suspension Period)Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of any Suspension Period or Reinstatement Date. In the absence of such Officer’s Certificate, the Trustee shall be entitled to conclusively assume that no such Suspension Period or Reinstatement Date has occurred.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and , and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section provisions of this Indenture under Sections 4.09, Section 4.10, 4.11, 4.12, Section 4.13 4.14, 4.15, 4.18, 4.19 and Section 5.01(a)(2)(C5.01(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to notify the Trustee an Officer’s Certificate setting forth promptly following the occurrence Suspension Date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee suspension of the Suspended Covenants; provided that the failure to give such notice promptly shall not have any obligation to monitor affect the occurrence and dates suspension of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or datesSuspended Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. On each The Company shall notify the Trustee promptly following the Reversion Date, all Indebtedness incurred during Date of the reinstatement of the Suspended Covenants. The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating in this Indenture as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been incurred pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (or to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.10(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.10(b)(3). Calculations made after the Reversion Date after a of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Restricted Payments made during the Suspension Period)Period will reduce the amount of the Restricted Payments Basket. For purposes of determining compliance with Section 4.15, on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied or invested in accordance with such Section will be deemed to be reset to zero.

Suspension of Certain Covenants. (a) If at any time after date following the Issue Date Distribution Date, (i1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” shall be deemed to have occurred. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (such period a “Suspension Period”)) with respect to the Notes, the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07, Section 4.074.08, Section 4.09, Section 4.124.10, Section 4.13 4.11, Section 4.14, Section 4.16, Section 4.17 and clause (4) of Section 5.01(a)(2)(C5.01(a) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) During any Suspension Period, the Guarantee of each Guarantor will be suspended, and such Guarantee will be reinstated on each Reversion Date. On each Reversion Date, all Indebtedness Indebtedness, Disqualified Stock or Preferred Stock incurred during the Suspension Period will be classified as having been incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness or Disqualified Stock or Preferred Stock incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred pursuant to Section 4.09(a) or 4.09(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(24.09(b)(3). For purposes . (d) Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under in Section 4.07(a)(iii), calculations under such covenant shall 4.07 will be made as though such covenant Section 4.07 had been in effect since during the entire period of time after the Issue Date and prior, but not during, (including the Suspension Period. ) and all Restricted Payments made during the Suspension Period not otherwise permitted pursuant to Section 4.07(b) will not reduce the amount available to be made as Restricted Payments under Section 4.07(a4.07(a)(3); provided that, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the Issuer or any of its Restricted Subsidiaries with an Affiliate of the Issuer during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. For purposes of Section 4.124.10, on the Reversion Date, the amount of unutilized Excess Proceeds amount will be reset to zero. . (e) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event and reinstatement of Suspended Covenants on a Reversion Date under this Section 4.15. (f) Notwithstanding that the reinstatement of the Suspended Covenants may be reinstatedon a Reversion Date, no Default or Event of Default or breach of any kind under this Indenture, the Notes or the Guarantees shall be deemed to have occurred on such Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants Issuer or its Restricted Subsidiaries during a the Suspension Period (or on upon the Reversion Date after a termination of the Suspension Period or thereafter based solely on events that occurred during the Suspension Period)) to the extent such actions were permitted under this Indenture during the Suspension Period, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the applicable Suspension Period to the extent such actions were permitted under this Indenture during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On and after each Reversion Date, the Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during any Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Certain Covenants. If at any time after Following the Issue first day of a Covenant Suspension and ending on a Reversion Date (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as such period a “Covenant Suspension EventPeriod”), the Company Issuer and its Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C) (the foregoing, the “Suspended Covenants”4.1(a)(3). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Reversion Date Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or (b), such Indebtedness will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(5)(iii). For purposes Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12As described above, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants may be reinstatedhowever, no Default or Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuer or any of the Restricted Subsidiaries during a the Suspension Period (or on other than agreements to take actions after the Reversion Date after a that would not be permitted outside of the Suspension Period based solely on entered into in contemplation of the Reversion Date). During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events that occurred have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period)Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of a Covenant Suspension or Reversion Date.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ithe “Suspension Date”) that (a) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (iib) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company Parent and its the Restricted Subsidiaries will not be subject to the covenants in following provisions of this Indenture: · Section 4.064.10, · Section 4.074.11, · Section 4.094.13, · Section 4.124.14, · Section 4.13 4.15, · Section 4.16, · Section 4.17, · clauses (a)(1) and (b) of Section 5.01(a)(2)(C4.18, · Section 4.19, and · clauses (e) and (g) of the foregoingfirst paragraph of Section 5.01 (collectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company Parent and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) ), one or both of the first paragraph Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the required Investment Grade Ratings or a Default or Event of this section Default occurs and is no longer satisfiedcontinuing, then the Company Parent and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future eventsCovenants. On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating in this description as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of Section 4.10 (to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be so permitted to be Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of Section 4.10, such Debt will be deemed to have been in existence on the Issue Date after a Suspension Period based solely on events for the purposes of the definition of “Existing Debt”, so that occurred it is classified as permitted under clause (i) of the second paragraph of Section 4.10. On the Reversion Date, all Restricted Payments and Permitted Investments declared or made during the Suspension Period will be classified to have been declared or made pursuant to clause (c)(1) or (c)(2) of Section 4.11 or one of the clauses set forth in the definition of “Permitted Investments” (to the extent such Restricted Payments or Investments would be permitted to be incurred thereunder as of the Reversion Date and giving effect to any Restricted Payment or Investment made prior to the Suspension Period)) as though the provisions under Section 4.11 and under the definition of “Permitted Investment” had been in effect during the entire period of time from the Issue Date. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under clause (c)(1) or (c)(2) of the first paragraph of Section 4.11 or clause (i) under the definition of “Permitted Investment” or otherwise comply with the definition of “Permitted Investment.” To the extent any Restricted Payment would not be so permitted to be declared or made, such Restricted Payment will be deemed a “Permitted Investment.” For purposes of determining compliance with clauses (a) and (b) of Section 4.14 on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero.

Suspension of Certain Covenants. If at (a) During any period of time after the Issue Date that: (i) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each of the then applicable Rating Agencies) Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.064.07 hereof, Section 4.074.08 hereof, Section 4.094.10 hereof, Section 4.124.11 hereof, Section 4.13 4.12 hereof, clauses (1) and (2) of Section 5.01(a)(2)(C4.18(a) hereof, Section 4.19 hereof and clause (the foregoing, 4) of Section 5.01(a) hereof (the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and b) If on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” (c) On each Reversion Date, all Indebtedness incurred Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.10(a) or (b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.10(b)(3) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) hereof. In addition: (i) for purposes of Section 4.12, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred have been entered pursuant to Section 4.06(b)(24.12(b)(4). For ; (ii) for purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii)4.08, calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will not reduce the amount available be deemed to be made as Restricted Payments under have been entered pursuant to Section 4.07(a4.08(b)(1)(i). For ; and (iii) for purposes of Section 4.124.13, on the Reversion Date, the amount of unutilized Excess Proceeds any Lien Incurred during a suspension period will be reset deemed to zero. Notwithstanding that have been incurred pursuant to clause (7) of the Suspended Covenants may be reinstated, no definition of “Permitted Liens.” No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of a failure to comply with any actions taken by the Suspended Covenants during a Suspension Period (Issuer or on the Reversion Date after a Suspension Period based solely on events that occurred its Restricted Subsidiaries during the Suspension Period). Notwithstanding the foregoing, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) hereof at the time of such designation. For purposes of Section 4.11 hereof, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.17.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ithe "Suspension Date") that: (1) the Notes are rated Securities have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and , and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section provisions of this Indenture under Sections 4.03, 4.04, 4.05, 4.06, Section 4.074.07 and 5.01(a)(3), Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C) (the foregoingcollectively, the “"Suspended Covenants”"). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”)In addition, the Company will not Subsidiary Guaranties of the Subsidiary Guarantors shall also be permitted to designate any Restricted Subsidiary suspended as an Unrestricted Subsidiaryof the Suspension Date. The Company shall promptly upon its occurrence deliver to notify the Trustee an Officer’s Certificate setting forth promptly following the occurrence Suspension Date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor suspension of the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or datesSuspended Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “"Reversion Date”") the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade 66 Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future eventsevents and the Subsidiary Guaranties shall be reinstated. On each The Company shall notify the Trustee promptly following the Reversion Date, all Indebtedness incurred during Date of the reinstatement of the Suspended Covenants. The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating in this Indenture as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the "Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero". Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (or to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date after a of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.04(a), and the items specified in subclauses (3)(A) through (3)(D) of Section 4.04(a) shall increase the amount available to be made under paragraph (a) thereof. For purposes of determining compliance with Section 4.06(a), on the Reversion Date, the Net Available Cash from all Asset Dispositions not applied in accordance with such Section shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day: (i1) the Notes are rated have achieved Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) Status; and (ii2) no Default or Event of Default has occurred and is continuing under this Indenture Indenture, then, beginning on that day and continuing until the Reversion Date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”defined below), the Company and its the Restricted Subsidiaries will not be subject to the covenants in Section 4.06Sections 3.2, Section 4.073.3, Section 4.093.4, Section 4.123.5, Section 4.13 3.7, 3.8 and Section 5.01(a)(2)(C) (the foregoing4.1(a)(3)(collectively, the “Suspended Covenants”). (b) In addition, any future obligation to grant further Note Guarantees shall be released. Additionally, during All such time as further obligation to grant Note Guarantees shall be reinstated upon the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date. If at any time the Notes cease to have such Investment Grade Status, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. In the event that the Company and its Restricted Subsidiaries are not subject to then the Suspended Covenants for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the condition set forth in clause (i) of the first paragraph terms of this section is Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended Covenants shall no longer satisfiedbe in effect for such time that the Notes maintain an Investment Grade Status); provided, then however, that no Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Company and its Restricted Subsidiaries will thereafter again be subject Notes or the Note Guarantees with respect to the Suspended Covenants with respect based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to future eventsany contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On each the Reversion Date, all Indebtedness incurred Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred pursuant to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(23.2(b)(4). For purposes On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall 3.3 will be made as though such covenant Section 3.3 had been in effect since the Issue Date and priorprior to, but not during, during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.12, on the On and after each Reversion Date, the amount of unutilized Excess Proceeds Company and its Subsidiaries will be reset permitted to zero. Notwithstanding that consummate the Suspended Covenants may be reinstatedtransactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (d) The Trustee shall have no Default or Event duty to monitor the ratings of Default the Notes, shall not be deemed to have occurred as a result any knowledge of a failure the ratings of the Notes and shall have no duty to comply with notify Holders if the Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)Notes achieve Investment Grade Status.

Suspension of Certain Covenants. If at any time after (a) Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Ratings from both Rating Agencies,” by each , and the Issuer has delivered written notice of such Investment Grade Ratings to the then applicable Rating Agencies) and Trustee, and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, then, beginning on that date, the Company Issuer and its the Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.08, 4.09, Section 4.124.10, Section 4.13 4.11, 4.14 and 4.15 (but only with respect to any Person that is required to become a Note Guarantor after the date of the commencement of the applicable Suspension Date) and Section 5.01(a)(2)(C5.01(a)(4) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended . (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or dates. b) In the event that the Company Issuer and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i1) one or both of the first paragraph Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of this section is no longer satisfiedits Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (2) of this paragraph (b). On each Reversion Date, all Indebtedness incurred during The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case, to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or Section 4.09(b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). For purposes of Section 4.15, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Non-Guarantor Subsidiary will be deemed to have been Incurred on the Reversion Date. Calculations made after a the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 shall be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Accordingly, Restricted Payments made during the Suspension PeriodPeriod shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) and the items specified in clauses (1) through (7) of the definition of “Cumulative Credit” shall increase the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of determining compliance with Section 4.10 on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 shall be deemed to be reset to zero.

Suspension of Certain Covenants. If at any time after Following the Issue Date first day (ithe “Suspension Date”) that: (1) the Notes are rated have an Investment Grade by each Rating from both of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and , and (ii2) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)Indenture, the Company and its Restricted Subsidiaries will shall not be subject to the covenants in Section 4.06, Section 4.07, Section provisions of this Indenture under Sections 4.09, Section 4.10, 4.11, 4.12, 4.14, 4.15, 4.18, 4.19, subclause (a) of clause (1) and clause (3) of Section 4.13 4.20 and Section 5.01(a)(2)(C5.01(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company shall promptly upon its occurrence deliver to notify the Trustee an Officer’s Certificate setting forth promptly following the occurrence Suspension Date of any Covenant Suspension Event or Reversion Date, and the dates thereof. The Trustee suspension of the Suspended Covenants; provided that the failure to give such notice promptly shall not have any obligation to monitor affect the occurrence and dates suspension of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any duty to notify the Holders of any such events or datesSuspended Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) one or both of the first paragraph of this section is no longer satisfiedRating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future events. On each The Company shall notify the Trustee promptly following the Reversion Date, all Indebtedness incurred during Date of the reinstatement of the Suspended Covenants. The period of time between the Suspension Period prior to such Date and the Reversion Date will be deemed is referred to be Indebtedness incurred pursuant to Section 4.06(b)(2). For purposes of calculating in this Indenture as the amount available to be made as Restricted Payments under Section 4.07(a)(iii), calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, the “Suspension Period. Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. .” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a the Suspension Period. On the Reversion Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been incurred pursuant to Section 4.10(a) or one of the clauses set forth in Section 4.10(b) (or to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.10(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.10(b)(3). Calculations made after the Reversion Date after a of the amount available to be made as Restricted Payments under Section 4.11 shall be made as though Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period based solely on events that occurred Period. Restricted Payments made during the Suspension Period)Period shall reduce the amount of the Restricted Payments Basket. For purposes of determining compliance with Section 4.15, on the Reversion Date, the Net Available Proceeds from all Asset Sales not applied in accordance with such Section shall be deemed to be reset to zero.