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. 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 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 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 (ia) 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 (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 (ia) and (iib) 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 Sections 3.2, 3.3, 3.4, 3.5, 3.7 and clause (iii) of Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C4.1(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 Upon 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 (the date of such Officer’s Certificate. The Trustee occurrence, a “Suspension Date”), the amount of Excess Proceeds from any Net Cash Proceeds shall not have any duty to notify the Holders of any such events or datesbe set at zero under this Indenture. 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, foregoing and on any subsequent date (the “Reversion Reinstatement Date”) the condition set forth in clause (i) one or both of the first paragraph Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating or if a Default or Event of this section Default occurs and is no longer satisfiedcontinuing, then the Company Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended 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) and the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents unless and until a subsequent Covenant Suspension Event occurs. On each Reversion DateNotwithstanding that the Suspended Covenants may be reinstated, all Indebtedness incurred no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture or the Notes 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 (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period (or after the Suspension Period based solely on contractual obligations or other events arising prior to such Reversion the Reinstatement Date). The period of time between the Suspension Date will and the Reinstatement Date is referred to as the “Suspension Period.” The Issuer shall notify the Trustee of the commencement or termination of any Suspension Period. On the Reinstatement Date, (i) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be deemed classified to be Indebtedness incurred have been Incurred or issued pursuant to Section 4.06(b)(2). For purposes 3.2(b)(3) and (ii) all Liens Incurred during the Suspension Period shall be classified to have been Incurred under clause (a) of calculating the definition of “Permitted Liens.” Calculations made after the Reinstatement Date of 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 set forth in 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 The Issuer, in an Officers’ Certificate, shall promptly provide notice to the Trustee of Section 4.12the commencement and termination of any Suspension Period. The Trustee shall have no obligation to (i) independently determine or verify if any Suspension Date or Reinstatement Date shall have occurred, on (ii) make any determination regarding the Reversion Date, impact of actions taken during any Suspension Period or the amount Issuer’s future compliance with any covenants or (iii) notify the Holders of unutilized Excess Proceeds will be reset to zerothe commencement or termination of any Suspension Period. Notwithstanding that During any period when the Suspended Covenants are suspended, the Issuer may be reinstated, no Default or Event not designate any of Default shall be deemed the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant 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)this Indenture.

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 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 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 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. 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely 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 its Restricted Subsidiaries, or events that occurred 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.

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 (the occurrence of the events described in the foregoing clauses clause (i1) and this clause (ii2) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then, beginning on that day and continuing until the Reversion Date (as 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, 3.21, 3.22 and Section 5.01(a)(2)(C4.1(a)(3) (the foregoingcollectively, the “Suspended Covenants”). Additionally, during such time as ) and the above referenced covenants are suspended (a “Suspension Period”)Notes Liens securing the Notes, 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, Notes Obligations and the dates thereofNote Guarantee shall be automatically and unconditionally released and discharged. The Trustee shall not (b) If at any time the Notes cease to 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 Investment Grade Status, 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 or have occurred 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 to future events. On each Reversion DateCovenants, all Indebtedness incurred 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 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, regardless of whether such actions or events would have been permitted if the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the applicable Suspended Covenants may be reinstatedremained in effect during such period (or, no Default upon termination of the Suspension Period or Event of Default shall be deemed to have occurred after that time, as a result of a failure to comply with the Suspended Covenants during a Suspension Period (any action taken or on the Reversion Date after a Suspension Period based solely on events event that occurred during the Suspension Period). The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be reset at zero. (c) During the Suspension Period, the Company and its Restricted Subsidiaries shall be entitled to incur Liens to the extent not prohibited by Section 3.6 (including, without

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 the 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)4.07, calculations under such covenant shall be made as though such covenant had been in effect since the Issue Date and prior, but not during, during the Suspension Period. 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)(iii). For purposes of Section 4.12, on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zerothe amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date. 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 IssueNew 2029 Notes Final Settlement 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 of the then applicable from both 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, Section 4.09, Section 4.12, Section 4.13 4.07 and Section 5.01(a)(2)(C5.01(a)(iv) 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 Parent and 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”) that the condition set forth in clause (i) Notes no longer have an Investment Grade Rating from either of the first paragraph of this section is no longer satisfiedRating Agencies, then Parent and 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 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 New 2029 Notes 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of a failure to comply with the Suspended Covenants during a Suspension Period (any actions taken by Parent or on the Reversion Date after a Suspension Period based solely on its Restricted Subsidiaries, or events that occurred occurring, during the Suspension Period). On and after each Reversion Date, Parent 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.

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 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, 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 During any period of time after the Issue Date (i) that 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 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 and its Restricted Subsidiaries will shall not be subject to the covenants in following provisions of this Indenture: Section 4.063.09, Section 4.07, Section 4.08, Section 4.09, Section 4.11, Section 4.13 and Section 4.18 (collectively, the "Suspended Covenants"); provided, however, that the provisions in Section 4.03, Section 4.12, Section 4.13 4.15, Section 4.16, Section 4.17, Section 4.19 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 5.01 of this Indenture shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiaryso suspended. 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 If the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding paragraph and, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) subsequently, either of the first paragraph Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from both Rating Agencies, or a Default or Event of this section Default (other than with respect to the Suspended Covenants) occurs and is no longer satisfiedcontinuing, then the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the "Reinstatement Date"), including the preceding sentence. Compliance with 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 made after the Reinstatement Date shall be made calculated in accordance with the terms of Section 4.07 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 entire period of time from which the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12Notes are issued, on the Reversion Dateprovided, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding however, that the Suspended Covenants may be reinstated, no immediate Default or Event of Default shall be deemed to have occurred occur as a result of a failure to comply with such reinstatement of 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)Covenants.

Suspension of Certain Covenants. 63- (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 any two of the then applicable three 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 lg Yk Y wCovenant Suspension Event”), the Company and its Restricted Subsidiaries will not be Eventx(* l`] Dkkm]j Yf\ l`] M]klja[l]\ NmZka\aYja]k oadd fgl Z] subject to the covenants in Section 4.064.10 'l`] wSuspended Covenantx(, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C(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, the Guarantors and its the other 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) smZk]im]fl \Yl] 'l`] wReversion Datex( l`] Igl]k \g not have an Investment Grade Rating from any of the first paragraph of this section is no longer satisfiedthree Rating Agencies, then the Company Issuer, the Guarantors and its the other 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 Default, Event of Default or breach of any kind shall 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, the Guarantors nor any of the other Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, as a result of a failure to comply with the Suspended Covenants during a the Suspension Period (or on upon termination of the Reversion Date after a Suspension Period or after that time based solely on events that occurred during the Suspension Period solely to the extent arising from the failure to comply with the Suspended Covenants during the Suspension Period).. (c) The period of time from and including the date of the Covenant Suspension Event to (and excluding) the Reversion Date is referred to in this description as the wSuspension Period,x Df l`] ]n]fl g^ Yfq km[` j]afklYl]e]fl* fg Y[lagf lYc]f xx xxxxx]\ lg Z] taken by the Issuer, the Guarantors or any of the other Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes with respect to the Suspended Covenant. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. (d) O`] Dkkm]j eYq hjgna\] Yf J^^a[]jzk >]jla^a[Yl] lg the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date; provided that a Suspension K]jag\ oadd fgl [gee]f[] mflad l`] \]xxx]jq g^ Yfq km[` J^^a[]jzk >]jla^a[Yl], O`] Ojmkl]] eYq hjgna\] Y [ghq g^ km[` J^^a[]jzk >]jla^a[Yle to any Holder upon written request. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period gf l`] Dkkm]jzk Yf\ alk M]klja[l]\ NmZka\aYja]kz ^mlmj] [gehdaYf[] oal` l`]aj [gn]fYflk gj (iii) notify the Holders of any Covenant Suspension Event or Reversion Date. Section 4.12

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 of the then applicable from both 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 covenants specifically listed in Sections 4.03, 4.04, 4.05, 4.06, 4.07 and its Restricted Subsidiaries 5.01(a)(iv) of this Indenture (collectively, the "Suspended Covenants" and each individually, a "Suspended Covenant") will not be subject applicable 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 datesNotes. In the event that Parent and 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”") that the condition set forth in clause (i) Notes no longer have an Investment Grade Rating from either of the first paragraph of this section is no longer satisfiedRating Agencies, then Parent and 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 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of a failure to comply with the Suspended Covenants during a Suspension Period (any actions taken by Parent or on the Reversion Date after a Suspension Period based solely on its Restricted Subsidiaries, or events that occurred occurring, during the Suspension Period). On and after each Reversion Date, Parent 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.

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”)hereunder, 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, 4.14 and Section 5.01(a)(2)(C5.01(a)(ii)(3) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company Issuer will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company 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 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. 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 events. On each Reversion Date, all Indebtedness Debt incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt incurred pursuant to Section 4.06(b)(24.06(b)(8). 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 priorDate, but not during, 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)4.07(a)(3) and items specified in subclauses (A) through (D) of Section 4.07(a)(3) during the Suspension Period will not increase the amount available to be made thereunder. 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). In addition, notwithstanding anything to the contrary in this Indenture, no Default or Event of Default shall be deemed to occur as a result of the Issuer and its Restricted Subsidiaries honoring any contractual commitments to take actions in the future after a Reversion Date as long as such contractual commitments were entered into during the Suspension Period and not in anticipation of the Suspended Covenants no longer being suspended.

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 Issuer and its 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 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 Holdings, the Issuer 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 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 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 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 Issuer 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 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 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 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 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 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)(23.2(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). For purposes To the extent such Indebtedness would not be so permitted to be incurred pursuant Section 3.2(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 3.2(b)(3). 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 Section 3.3 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period; provided that no breach of such covenant shall be deemed to have occurred as a result of any Restricted Payments made during any 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 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.

Suspension of Certain Covenants. If at any time after Beginning on 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)(4). 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, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 3.2(a) or one of the clauses of Section 3.2(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 Sections 3.2(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)(23.2(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 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 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 Issuer 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 3.5, on the Reversion Date after a Date, the Unutilized Excess Proceeds amount will be reset to zero. During the Suspension Period based solely on Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Issuer, in an Officers’ 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 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 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 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 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 the indenture, the Notes or the Guarantee with respect to the Suspended Covenants 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 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 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 comply with the Suspended Covenants during a Suspension Period Issue Date for purposes of clause (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)b)(6) of Section 4.13.

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”)Indenture, the Company Parent and its Restricted Subsidiaries will 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, 4.13, 4.16, 4.19 and Section 5.01(a)(2)(C5.01(a)(C) hereof (the foregoingcollectively, 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 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 such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment, as set forth under 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(as defined below). In the event that the Company Parent 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 is no longer satisfied, then the Company Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the Note Guarantees with respect to future eventsthe foregoing Suspended Covenants based on, and neither the Parent nor any of its Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during the period the foregoing covenants were suspended, or any actions taken at any time pursuant to any contractual obligation arising prior to the date the Suspended Covenants were reinstated, 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 Indebtedness incurred Debt Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness incurred Debt Incurred pursuant to Section 4.06(b)(24.09(b)(8) and all Disqualified Stock or Preferred Stock issued during the Suspension Period will be treated as having been issued under Section 4.09(a). 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 Section 4.07 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, but not during, (including the Suspension Period). Restricted Payments and Permitted 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). For purposes of Section 4.124.10, on the Reversion Date, the amount of unutilized Excess Proceeds not applied in accordance with Section 4.10 will be deemed to be reset to zero. Notwithstanding that The Issuer shall give the Suspended Covenants may be reinstated, no Default or Event Trustee prompt notice of Default shall be deemed to have occurred as a result the commencement of a failure to comply with the Suspended Covenants during a Suspension Period (or on and of the occurrence of a 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 (ia) 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 (iib) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (ia) and (iib) 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 Sections 3.2, 3.3, 3.4, 3.5, 3.7 and 3.15 and clause (iii) of Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C4.1(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 Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, foregoing and on any subsequent date (the “Reversion Reinstatement 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 thereafter again be subject to the Suspended Covenants under this Indenture with respect to future eventsevents unless and until a subsequent Covenant Suspension Event occurs. On each Reversion DateNotwithstanding that the Suspended Covenants may be reinstated, all Indebtedness incurred no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture or the Notes 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period (or after the Suspension Period for actions taken to honor, comply with or otherwise perform any contractual obligations or other obligations arising prior to the Reinstatement Date and to consummate the transactions contemplated thereby). The period of time between the occurrence of the Covenant Suspension Event and the Reinstatement Date is referred to as the “Suspension Period.” The Issuer will provide the Trustee with written notice of each Covenant Suspension Event or Reinstatement Date within five Business Days of the Issuer’s knowledge of the occurrence thereof. The Trustee shall have no obligation to (a) independently determine or verify if any Covenant Suspension Event or Reinstatement Date shall have occurred, (b) make any determination regarding the impact of any actions taken by the Issuer during a Suspension Period or the Issuer’s future compliance with any covenants or (c) monitor or provide notice to the Holders of any such Reversion Covenant Suspension Event, Suspension Period or Reinstatement Date will On the Reinstatement Date, (a) 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 3.2(b)(iii), (b) all Liens Incurred during the Suspension Period shall be classified to have been Incurred under clause (a) of the definition of “Permitted Liens,” (c) any Affiliate Transaction entered into on or after the Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be Indebtedness incurred permitted pursuant to Section 4.06(b)(23.7(b)(v) and (d) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action under Section 3.4(a) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 3.4(b)(i). 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 set forth in Section 3.3 had been in effect since the Issue Date and priorprior to, but not duringincluding, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall not reduce the amount available to be made as Restricted Payments under Section 4.07(a3.3(a). For purposes of Section 4.123.5, on the Reversion Reinstatement Date, the amount of unutilized Excess Proceeds amount will be reset to zero. Notwithstanding that During any period when the Suspended Covenants are suspended, the Issuer may be reinstatednot designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. Within 30 days of such Reinstatement Date, no Default or Event of Default the Issuer 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)Section 3.15.

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 Subsidiary 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 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 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 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.

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 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, the Company and its Restricted Subsidiaries 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, 4.14 and Section 5.01(a)(2)(C5.01(a)(iii)(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 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 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 Covenant with respect to future events. On each Reversion Date, all Indebtedness Debt incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness Debt incurred pursuant to clause (b)(7) under 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(a)4.07 (a)(3) of such covenant. 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). Promptly after the commencement of a Suspension Period or the occurrence of a Reversion Date, the Company shall furnish to the Trustee an Officers’ Certificate to the effect that such Suspension Period has begun or that such Reversion Date has occurred, as the case may be, and stating that all conditions precedent provided for in the Indenture to the commencement of the Suspension Period or to the occurrence of such Reversion Date, as the case may be, have been complied with.

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 Issuer and its the Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.094.08, 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)(iv)(A) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company Issuer will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company Subsidiary unless 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 such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment as set forth under Section 4.08 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 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 paragraph (i) of the first paragraph of this section Section is no longer satisfied, then the Company Issuer 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 4.07(b)(viii). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.08(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 4.08(b) will reduce the amount available to be made as Restricted Payments under Section 4.08(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 (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated of any Series 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely 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 its Restricted Subsidiaries, or events that occurred 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.

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 on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each Ratings from two out of S&P and Xxxxx’x (or, if either (or both) three 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 or Event of Default has occurred and is continuing under this Indenture the 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 Material Subsidiaries, as applicable, will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 4.05 and Section 5.01(a)(2)(C) 4.06 (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 Material Subsidiaries are not subject to the Suspended Covenants under the 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 more of the first paragraph Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (leaving less than two of this section the Rating Agencies with an Investment Grade Rating for the Notes) and/or (b) the Company 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 (in either case leaving less than two of the Rating Agencies with an Investment Grade Rating for the Notes) and/or (c) a Default or Event of Default has occurred and is no longer satisfiedcontinuing under the Indenture, then the Company and its Restricted Material Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture, with respect to future events, including, without limitation, a proposed transaction described in clause (b) above. On each The period of time between the Covenant Suspension Event and the Reversion DateDate 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 of its Material Subsidiaries prior to such reinstatement that would violate any Suspended Covenant will give rise to a Default or Event of Default under the Indenture, with respect to Notes; provided that all Indebtedness Debt of Material Subsidiaries incurred during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness have been incurred or issued 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 Period4.05(b)(iv).

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 (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 Issuer and its the Restricted Subsidiaries will not be subject to the covenants in Section 4.06, Section Sections 4.07, Section 4.094.08, Section 4.124.10, Section 4.13 4.11, 4.13, 4.14, 4.17 and Section 5.01(a)(2)(C5.01(a)(iv)(C) (the foregoing, the “Suspended Covenants”). Additionally, during at such time as the above referenced covenants are suspended (a “Suspension Period”), the Company Issuer will not no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. The Company Subsidiary unless 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 such designation shall promptly upon its occurrence deliver be deemed to have created a Restricted Payment as set forth under Section 4.08 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 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 paragraph (i) of the first paragraph of this section Section is no longer satisfied, then the Company Issuer 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 4.07(b)(viii). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.08(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

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 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 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 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 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 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 comply with the Suspended Covenants during a Suspension Period Issue Date for purposes of clause (or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period)b)(6) of Section 4.13.

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 Issuer and its 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 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 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.” The Issuer shall notify the condition set forth in clause (i) Trustee of the first paragraph commencement or termination 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 eventsany Suspension Period. On each Reversion the 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 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 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 Issuer 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 (a) If, on any time after date following the Issue Date Date, (i) the Notes are rated Securities 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 from both 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”)) then, beginning on that day and continuing at all times thereafter until the Reversion Date, as defined below, the Company Issuer and its Restricted Subsidiaries will shall not be subject to the covenants in Section Sections 4.03, 4.04, 4.05, 4.06, Section 4.07, 4.08, 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” and each individually, a “Suspended Covenant”). 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 as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (iA) 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 Issuer and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events and (B) the Issuer or any of its 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 Securities below Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to Section 4.08 of this Indenture with respect to future events, including without limitation, the proposed transaction described in this clause (B). The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely 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 Restricted Subsidiaries, or events that occurred occurring, during the Suspension Period). 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 (and not in contemplation of the Reversion Date) 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 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 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 During any period of time after the Issue Date (i) that 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 Ratings from the definition of “Required 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 4.06Sections 4.10, Section 4.074.11, Section 4.09, Section 4.12, Section 4.13 4.13, 4.14, 4.16, 5.01(a)(3) and Section 5.01(a)(2)(C5.01(b) 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. 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 pursuant to this Section 4.21 and, subsequently, a result of Required Rating Agency withdraws its rating or downgrades the foregoing, and on any subsequent date (rating assigned to the “Reversion Date”) Notes so that the condition set forth in clause (i) of the first paragraph of this section is Notes no longer satisfiedhave Investment Grade Ratings from the Required Rating Agencies, then the Company Issuer and its the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants with respect to future eventsany incurrences, actions or other events undertaken by the Issuer or any Restricted Subsidiary from that time forward, and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade shall be calculated in accordance with the terms of Section 4.12 hereof as though such covenant had been in effect during the entire period of time from the Issue Xxxx.Xx 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 Covenants based on, and neither the Issuer nor 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 end of a Suspension Period (the last day of a Suspension Period, a “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 the last day of a Suspension Period, a “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) (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 4.10, 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 clause (2) of Section 4.06(b)(24.10(b). 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 4.12 will be made as though such covenant the covenants described under Section 4.12 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(a4.12(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).ARTICLE FIVE SUCCESSOR CORPORATION

Suspension of Certain Covenants. If at (a)If, on any time after date following the Issue Date Final Settlement 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 of the then applicable from both 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, Section 4.09, Section 4.12, Section 4.13 4.07 and Section 5.01(a)(2)(C5.01(a)(iv) 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 Parent and 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”) that the condition set forth in clause (i) Notes no longer have an Investment Grade Rating from either of the first paragraph of this section is no longer satisfiedRating Agencies, then Parent and 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 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of a failure to comply with the Suspended Covenants during a Suspension Period (any actions taken by Parent or on the Reversion Date after a Suspension Period based solely on its Restricted Subsidiaries, or events that occurred occurring, during the Suspension Period). On and after each Reversion Date, Parent 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.

Suspension of Certain Covenants. If at any time after Beginning on 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 4.12, 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”3.5(b), 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 Date3.7, 3.8, 3.12 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 events4.1(a)(4). 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 3.2(a) or one of the clauses of Section 3.2(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 Sections 3.2(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 Emergence Date, so that it is classified as permitted under Section 4.06(b)(2). For purposes 3.2(b)(3) 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 the covenant 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 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 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 Issuer 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 3.5, on the Reversion Date after a Suspension Period based solely on events that occurred during Date, the Unutilized Excess Proceeds amount will be reset to zero. During the Suspension Period), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary by the Board of Directors of the Issuer.

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. ARTICLE IV

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)(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 any time after 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) Agencies 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 Suspension Event”), then upon notice by the Company to the Trustee to the foregoing effect, the Company and its the Restricted Subsidiaries will shall not be subject to the covenants in clause (4) of Section 4.06801 and Sections 1011, Section 4.071012, Section 4.091014, Section 4.121015, Section 4.13 1016 and Section 5.01(a)(2)(C) 1017 of this Indenture (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 Upon 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 (the date of such Officer’s Certificate. The Trustee occurrence, the “Suspension Date”), the amount of Excess Proceeds from Net Proceeds shall not have any duty to notify the Holders of any such events or datesbe set at zero under this Indenture. 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 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 eventsevents under this Indenture. 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 Default, Event of Default or breach of any kind shall be deemed to have occurred exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Company or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, as a result of a failure to comply with the Suspended Covenants during a the Suspension Period (or on upon termination of the Reversion Date after a Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reversion Date, all Indebtedness incurred during the Suspension Period shall be classified to have been incurred or issued pursuant to clause (2) of the second paragraph of Section 1011 of this Indenture. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1012 of this Indenture shall be made as though the covenant described under such Section 1012 had been in effect since the Issue Date and throughout the applicable Suspension Period. Accordingly, Restricted Payments made during a Suspension Period shall reduce the amount available to be made as Restricted Payments under the first paragraph of such Section 1012. No Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. During the Suspension Period, any reference in the definition of “Permitted Liens” to Section 1011 of this Indenture or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. For purposes of Section 1014 of this Indenture, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clauses (1), (2) or (3) of the first paragraph of such Section 1014 entered into during the Suspension Period shall be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1) of the second paragraph of such Section 1014. For purposes of the covenant described under Section 1012 of this Indenture, on the Reversion Date, any Restricted Investments made during the Suspension Period shall be deemed to have been in effect on the Issue Date, so that they are permitted under clause (15) of the definition of “Permitted Investment.” For purposes of the covenant described under Section 1015 of this Indenture, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. For purposes of the covenant described under Section 1016 of this Indenture, any contract, agreement, loan, advance or guarantee or other transaction with or for the benefit of any Affiliate of the Company entered into during the Suspension Period shall be deemed to have been in effect as of the Issue Date for purposes of clause (9) of the second paragraph of such Section 1016. The Company shall provide the Trustee with prompt written notice of any Covenant Suspension Event and any Reversion Date and the Trustee shall have no liability for any failure by (and in any case no later than 15 Business Days after a Suspension Date or Reversion Date) the Company to provide such notice. From and after the occurrence of the Merger Event, this Section 1019 shall no longer apply.

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 of the then applicable from both 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”)) then, beginning on that day and continuing at all times thereafter until the Reversion Date, as defined below, 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”) 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 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 referred to herein as 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. 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 No Default or Event of Default shall will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely 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 Restricted Subsidiaries, or events that occurred 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.

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 on any time after date following the Issue Date (i) the Notes are rated have Investment Grade by each Ratings from two out of S&P and Xxxxx’x (or, if either (or both) three 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 or Event of 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”), the Company and its Restricted Subsidiaries Material Subsidiaries, as applicable, will not be subject to the covenants in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 Sections 4.06 and Section 5.01(a)(2)(C) 4.07 (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 Material Subsidiaries are not subject to the Suspended Covenants under the 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 more of the first paragraph Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating (leaving less than two of this section the Rating Agencies with an Investment Grade Rating for the Notes) and/or (b) the Company 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 (in either case leaving less than two of the Rating Agencies with an Investment Grade Rating for the Notes) and/or (c) a Default or Event of Default has occurred and is no longer satisfiedcontinuing under the Indenture, then the Company and its Restricted Material Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above. On each The period of time between the Covenant Suspension Event and the Reversion DateDate 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 of its Material Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to Notes; provided that all Indebtedness Debt of Material Subsidiaries incurred during the Suspension Period prior to such Reversion Date will be deemed classified to be Indebtedness have been incurred or issued pursuant to Section 4.06(b)(2). For purposes 4.06(b)(iv) ARTICLE 5 Consolidation, Merger or Sale 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).Assets