Common use of Suspension of Covenants on Achievement of Investment Grade Status Clause in Contracts

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.21, Section 4.11 4.24 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(a). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections provisions of this Indenture will not apply to such Notes: Section 4.07Sections 4.05, Section 4.06, 4.08, Section 4.09, Section 4.10, Section 4.11 4.10 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.06 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.05(b)(4)(b). In addition, so long as each of Xxxxx’x and S&P (or another Nationally Recognized Statistical Ratings Organization which has provided a rating used to achieve Investment Grade Status) has been notified in advance that such Investment Grade Status will result in such release as set forth in Section 10.02(c)(5), all Liens securing the Notes will be released and all Note Guarantees will be released and terminated upon achievement of an Investment Grade rating, as shall any future obligation to grant further security or Note Guarantees. All such Liens, Note Guarantees and such further obligation to grant Guarantees and security, shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Combination Date, the any series of Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the applicable series of Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such series of Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.21, Section 4.11 4.24 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Combination Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(a). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status or downgrade the ratings below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to such Securities below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer, the Company or any of their respective Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that: (1) the Notes have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the Company and the Restricted Subsidiaries will not be subject to the following Sections of this Indenture will not apply to such Notes: Section (collectively, the “Suspended Covenants”): 4.04, 4.05, 4.06, 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.13 and the provisions of Section 5.01(a)(3) ), and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections . (b) If at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and will be applicable pursuant to the terms of this Indenture (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from of this Indenture), unless and until the first day on Notes subsequently attain Investment Grade Status (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under the Notes Documents with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of the Restricted Subsidiaries shall bear any liability with respect to such Suspended Covenants for, any actions taken or events occurring during the continuance 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 Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred incurred during the continuance of Suspension Period (other than any Indebtedness incurred under the ABL Facility) will be deemed to have been outstanding on the Issue Date so that it is classified as permitted under Section 4.06(b)(4)(a). On and after the Reversion Date, all Liens created during the Suspension Event Period will be classified, at the Company’s option, as having been Incurred considered Permitted Liens pursuant to Section 4.09(aclause (11) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of definition. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though the covenants described under Section 4.04 had been in effect since the Issue Date and after giving effect to Indebtedness Incurred prior to to, but not during, the Suspension Event and outstanding on Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04. On the Reversion Date), the amount of Excess Proceeds shall be reset at zero. To Any Affiliate Transaction entered into after the extent such Indebtedness would not be so permitted Reversion Date pursuant to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.08(c)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 4.05(a) that becomes effective during the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 4.05(b)(1). On and after each Reversion Date, the Company and the Restricted Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (d) In addition, any future obligation to grant further Notes Guarantees shall be released. All such further obligation to grant Notes Guarantees shall be reinstated upon the Reversion Date. (e) There can be no assurance that the Notes will ever achieve or maintain Investment Grade Status. (f) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or upon the occurrence of the Reversion Date. The Issuers shall notify the Trustee that the conditions under this Section 4.16 have been satisfied, although such notification shall not be a condition for suspension of the applicable covenants to be effective.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Combination Date, the any series of Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the applicable series of Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such series of Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Combination Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b). The Issuer shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than five Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. (a) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections Section 4.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08 and Section 5.01(a)(iii) of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Parent and its Restricted Subsidiaries. . (b) Such Sections sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections sections will not, however, be of any effect with regard to actions of the Company Parent or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken in respect of the suspended covenants prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.02 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason but not during the continuance of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.01(b)(iv)(B). In addition, the Parent or any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. The Parent shall notify the Trustee that the conditions set forth in Section 4.10(a) have been satisfied or of any Reversion Date; provided that, no such notification shall be a condition for the suspension or reversion of the covenants described under this Section 4.10 to be effective and the Trustee shall not be obliged to notify the Holders of such event. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or upon the occurrence of the Reversion Date. The Parent shall notify the Trustee in writing that the conditions under this Section 4.10 have been satisfied, although such notification shall not be a condition for suspension of the applicable covenants to be effective.

Suspension of Covenants on Achievement of Investment Grade Status. If (a) If, on any date following the Issue Date, (i) the Notes have achieved Investment Grade Status 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, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day day, and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07as defined below, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and clause (3) of Section 4.1(a) of this Indenture (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”). (b) If at any related default provisions time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to their the terms from of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the first day on 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 a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability under this Indenture or the Notes for, any actions taken or events occurring during the continuance of Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation entered into during the Suspension EventPeriod and not in contemplation of an impending Reversion Date, and Section 4.07 will be interpreted as regardless of whether such actions or events would have been permitted if it has been the applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed Covenant Suspension Event and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will Period shall be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(aSections 3.2(a) or one of the clauses set forth in Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b), 3.2(b) such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 shall be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. (c) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Covenant Suspension Event or any Reversion Date. The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections provisions of this Indenture will not apply to such Notes: Section 4.07Sections 4.05, Section 4.06, 4.08, Section 4.09, Section 4.10, Section 4.11 4.14 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.06 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.05(a) or one of the clauses set forth in Section 4.09(b4.05(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a4.05(a) or Section 4.09(b4.05(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.05(b)(4)(b). In addition, so long as each of Xxxxx’x and S&P (or another Nationally Recognized Statistical Ratings Organization which has provided a rating used to achieve Investment Grade Status) has been notified in advance that such Investment Grade Status will result in such release as set forth in Section 10.02(b)(5), all Liens securing the Notes will be released upon achievement of an Investment Grade rating, as shall any future obligation to grant further security or Note Guarantees. All such Liens, and such further obligation to grant Guarantees and security, shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section SECTION 4.18. ) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.09(b)(4)(b) (without giving effect to the parenthetical contained therein).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.09(b)(4)(b) (without giving effect to the parenthetical contained therein).

Suspension of Covenants on Achievement of Investment Grade Status. If on (a) During any date following the Issue Date, period of time that (i) the Notes have achieved Investment Grade Status Ratings from both Rating 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” and the date thereof being referred to as the “Suspension Date”), ) then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.11, Section 4.15 and Section 5.01(a)(35.01(a)(iv) and, in each case, any related default provision of this Indenture will cease to be effective and will hereof shall not be applicable to the Company Notes (collectively, the “Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that Parent and its Restricted Subsidiaries. Such Sections and Subsidiaries are not subject to the Suspended Covenants under this Indenture for any related default provisions will again apply according to their terms from the first day on which period of time as a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions result of the Company properly taken during foregoing, and on any subsequent date (the continuance “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (d) The Issuer shall give prompt written notice to the Trustee of the occurrence of each Suspension Date and Reversion Date. (e) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants, no action taken or omitted to be taken by Parent or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 will be interpreted as if it has hereof had been in effect since prior to, but not during, the date of this Indenture except that no default Suspension Period and, accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a); (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(iii) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to have occurred solely be permitted pursuant to Section 4.11(b)(vi) hereof, (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (i) through (iii) of Section 4.08(a) hereof; that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(i) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by reason of a Restricted Payment made while Section 4.07 was suspendedsuch Subsidiary during any Suspension Period. On the and after each Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Parent and its Subsidiaries will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder consummate transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period. (f) The Trustee shall have no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the Reversion Date and after giving effect to Indebtedness Incurred prior to the commencement or termination of a Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day: (1) the Notes have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections Subsidiaries will not be subject to the following provisions (collectively, the “Suspended Covenants”): (i) Section 4.07; (ii) Section 4.08; (iii) Section 4.09; (iv) Section 4.10; (v) Section 4.11; (vi) Section 4.13; (vii) Section 4.15; (viii) Section 4.17; and (ix) Section 5.01(3). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms hereof (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from hereof), unless and until the first day on Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” No Subsidiaries shall be deemed to have occurred solely by reason of designated as Unrestricted Subsidiaries during a Restricted Payment made while Section 4.07 was suspended. Suspension Period. (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) hereof or one of the clauses set forth in Section 4.09(b) hereof (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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section Incurred pursuant to Sections 4.09(a) or Section 4.09(b(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (4)(b) of Section 4.09(b)(4)(B4.09(b) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. (d) The Company shall provide written notice to the Trustee within 30 days of the beginning of a Suspension Period as well as any Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to such Securities below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer, the Company or any of their respective Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Signing Date, the Notes Loans have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Loans cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture provisions will not apply to such Notesapply: Section 4.0710.1, Section 4.0810.2, Section 4.0910.4, Section 4.1010.5, Section 4.11 10.6 and Section 5.01(a)(310.9(a)(iii) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections covenants and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections covenants will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 10.2 will be interpreted as if it has been in effect since the date of this Indenture Signing Date except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 that covenant was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a10.1(a) or one of the clauses set forth in Section 4.09(b) the second paragraph of such covenant (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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), 10.1 such Indebtedness will be deemed to have been outstanding on the Issue Original Closing Date, so that it is classified as permitted under Section 4.09(b)(4)(B10.1(b)(iv). In addition, so long as each Rating Agency confirms that the Investment Grade Status for the Loans has taken into account such release, all Liens securing Secured Obligations hereunder will be released upon achievement of Investment Grade Status. All such Liens shall, subject to the Agreed Security Principles, be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuers properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Completion Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b)hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If (a) If, on any date following the Issue Date, (i) the Notes have achieved Investment Grade Status 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, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day day, and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07as defined below, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and clause (3) of Section 4.1(a) of this Indenture (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”). (b) If at any related default provisions time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to their the terms from of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the first day on 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 a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability under this Indenture or the Notes for, any actions taken or events occurring during the continuance of Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation entered into during the Suspension EventPeriod and not in contemplation of an impending Reversion Date, and Section 4.07 will be interpreted as regardless of whether such actions or events would have been permitted if it has been the applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed Covenant Suspension Event and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will Period shall be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(aSections 3.2(a) or one of the clauses set forth in Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b), 3.2(b) such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 shall be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.8(b)(5) and any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 3.4(a)(1) through (3) that becomes effective during the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 3.4(b)(1). During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or any of its Restricted Subsidiaries during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (c) The Company shall deliver promptly to the Trustees an Officer’s Certificate notifying it of the commencement or termination of any Covenant Suspension Event or any Reversion Date. The Trustees shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.

Suspension of Covenants on Achievement of Investment Grade Status. (a) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing under this Indenture (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections sections of this Indenture will not apply to such the Notes: Section Sections 4.04, 4.05, 4.06, 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.08 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections covenants and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections covenants will not, however, be of any effect with regard to actions of the Company and its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and Section 4.07 4.04 will be interpreted as if it has been in effect since the date of this such Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 that covenant was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(aSections 4.06(a) or one of the clauses set forth in Section 4.09(b4.06(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aSections 4.06(a) or Section 4.09(b4.06(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.06(b)(4)(B). (b) The Trustee shall have no duty to notify Holders of the fact that the Notes achieve Investment Grade Status or that the Reversion Date has occurred. The Issuer shall notify the Trustee in writing that the conditions under this covenant have been satisfied; provided that no such notification shall be a condition for the suspension of the covenants described under Section 4.18(a) to be effective

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status or downgrade the ratings below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.21 and Section 5.01(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period”. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a)) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred. For the purposes of Section 4.08, upon the occurrence of a Reversion Date the amount of Net Available Cash not applied in accordance with such covenant will be deemed to be reset to zero. For purposes of Section 4.09, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for the purposes of Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the encumbrances or restrictions subject to such covenant will be deemed to have been in existence on the Issue Date. The Note Guarantees of the Guarantors will be suspended during the Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If (a) If, on any date following the Issue Date, (i) the Notes have achieved Investment Grade Status 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, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day day, and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07as defined below, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and clause (3) of Section 4.1(a) of this Indenture (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”). (b) If at any related default provisions time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to their the terms from of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the first day on 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 a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability under this Indenture or the Notes for, any actions taken or events occurring during the continuance of Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation entered into during the Suspension EventPeriod and not in contemplation of an impending Reversion Date, and Section 4.07 will be interpreted as regardless of whether such actions or events would have been permitted if it has been the applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed Covenant Suspension Event and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will Period shall be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(aSections 3.2(a) or one of the clauses set forth in Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b), 3.2(b) such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 shall be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.8(b)(5) and any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 3.4(a)(1) through (3) that becomes effective during the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 3.4(b)(1). During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period. (c) The Company shall deliver promptly to the Trustees an Officer’s Certificate notifying it of the commencement or termination of any Covenant Suspension Event or any Reversion Date. The Trustees shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.4, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuers properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Completion Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b)hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and then beginning on that day and continuing until the Reversion DateDate (as defined below), Holdings, the following Issuer and their Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”). (b) If at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain Investment Grade Status); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to the Suspended Covenants based on, and none of Holdings, the Issuer or any of its Subsidiaries shall bear any liability for, any actions of the Company properly taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(ii). 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 the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by Holdings, the Issuer or any of their Restricted Subsidiaries during the Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on (a) At any date following time after the Issue Date, the Notes Securities have achieved received Investment Grade Status Ratings from S&P and Xxxxx’x or, if one or both shall not make a rating on the Securities publicly available, another Rating Agency selected by the Issuer which shall be substituted for one or both, as the case may be (a “Covenant Suspension Event”), upon notice by the Issuer to the Trustee in an Officers’ Certificate certifying that a Covenant Suspension Event has occurred and that at the time of the giving of such notice no Default or Event of Default has occurred and is continuing under this Indenture (a “Covenant Suspension EventEvent Notice”), then, beginning on the Company shall notify the Trustee of this fact (provided that day such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day is given and continuing until the Reversion DateDate (as defined below), the following Issuer and the Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.12 and 5.01(a)(3) of this Indenture will not apply to such Notes: Section 4.07(collectively, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3the “Suspended Covenants”) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its Restricted Subsidiaries. Such Sections . (b) If at any time the Securities cease to have Investment Grade Ratings from both S&P and Xxxxx’x or, if one or both shall not make a rating on the Securities publicly available, another Rating Agency selected by the Issuer which shall be substituted for one or both, as the case may be, then the Suspended Covenants will at such time be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from the first day on which of this Indenture), unless and until a subsequent Covenant Suspension Event ceases occurs and a Covenant Suspension Event Notice is delivered to the Trustee (in which event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect unless and until the Securities cease to have such Investment Grade Ratings from S&P and Xxxxx’x or, howeverif one or both shall not make a rating on the Securities publicly available, another Rating Agency selected by the Issuer which shall be substituted for one or both, as the case may be); provided that no Default or Event of Default or breach of any effect kind shall be deemed to exist under this Indenture or the Securities (or any Security Guarantee) with regard respect to actions the Suspended Covenants based on, and none of the Company properly Issuer or any of its Subsidiaries shall bear any liability under the Suspended Covenants for, any actions taken or events occurring during the continuance period of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date (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 occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. been permitted if the applicable Suspended Covenants remained in effect during such period. (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred incurred pursuant to Section 4.09(aSections 4.03(a) or one of the clauses set forth in Section 4.09(b4.03(b) (to the extent such Indebtedness would be permitted to be Incurred incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred incurred prior to the Suspension Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(apursuant to Sections 4.03(a) or Section 4.09(b4.03(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.03(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Accrual Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period and not otherwise permitted under Section 4.04(b) will reduce the amount available to be made as Restricted Payments under Section 4.04(a). During the Suspension Period, any obligation to grant Security Guarantees with respect to any Restricted Subsidiary that would otherwise be required to become a Subsidiary Guarantor after the Suspension Date and prior to the Reversion Date shall be suspended. Such obligation to grant Security Guarantees shall be reinstated upon the Reversion Date, if applicable. (d) Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Asset Sales shall be reset to zero. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.07(b)(4). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Sections 4.05(1), 4.05(2) or 4.05(3) shall be deemed to be permitted pursuant to Section 4.05(A). (e) The Trustee may rely on any such Covenant Suspension Event Notice without independent investigation. The Trustee shall have no obligation to monitor the ratings of the Notes, determine whether a Covenant Suspension Event or Reversion Date has occurred or notify the Holders of the same.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company Issuer shall notify the Trustee of this fact (provided that such notice shall will not be a precondition of the suspension of covenants described in this Section 4.18paragraph) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.09(b)(4)(b) (without giving effect to the parenthetical contained therein).

Suspension of Covenants on Achievement of Investment Grade Status. If 14.1 During any period of time and beginning on any date following the Issue Date, day that: (a) the Notes have achieved Investment Grade Status and Status; and (b) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Agreement, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 Parent and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and its Restricted Subsidiaries will not be applicable subject to the Company and its following provisions of this Schedule: (c) paragraph 1 (Incurrence of Indebtedness); (d) paragraph 2 (Restricted Payments); (e) paragraph 4 (Limitation on Restrictions on Distributions from Restricted Subsidiaries. Such Sections ); (f) paragraph 5 (Sales of Assets and Subsidiary Stock); (g) paragraph 6 (Transactions with Affiliates); (h) paragraph 8 (Limitation on Guarantees); and (i) the provisions of paragraph 9.1(c); ((c) to (i) above, collectively, the “Suspended Covenants”): 14.2 If at any related default provisions time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to their the terms from of this Agreement (including in connection with performing any calculation or assessment to determine compliance with the first day on terms of this Agreement), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Agreement or the Finance Documents with regard respect to actions the Suspended Covenants based on, and none of the Company properly Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” 14.3 On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) paragraph 1.1 or one of the clauses set forth in Section 4.09(b) paragraph 1.2 above (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 Event Period and outstanding on the Reversion DateDate and in the case of paragraph 1.2 shall reduce amounts available to be Incurred under such paragraph thereafter). . 14.4 To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), Incurred pursuant to paragraph 1.1 and 1.2 such Indebtedness will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under Section 4.09(b)(4)(B)paragraph 1.2(d)(ii) above. 14.5 On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. 14.6 Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under paragraph 2 (Restricted Payments) will be made as though the covenants described under paragraph 2 (Restricted Payments) had been in effect since the Closing Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under paragraph 2.1. 14.7 The Parent shall provide an Officer’s Certificate to the Agent indicating the commencement of any Suspension Period or the Reversion Date. 14.8 Following receipt of the Officer’s Certificate in paragraph 14.7 above, the Agent shall have no obligation to: (a) independently determine or verify if such events have occurred; (b) make any determination regarding the impact of actions taken during the Suspension Period on the Parent and its Restricted Subsidiaries’ future compliance with this Agreement; or (c) notify the Lenders of the commencement of the Suspension Period or the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes of any series have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections provisions of this Indenture will not apply to such Notes: Section 4.07Sections 4.05, Section 4.06, 4.08, Section 4.09, Section 4.10, Section 4.11 4.10 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.06 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.05(a) or one of the clauses set forth in Section 4.09(b4.05(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a4.05(a) or Section 4.09(b4.05(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.05(b)(4).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to such Securities below an Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer, the Company or any of their respective Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness,” (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during . (e) The Trustee shall have no responsibility to determine if the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) notes maintain Investment Grade Status or one of the clauses set forth in Section 4.09(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed cease to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)or are downgraded below Investment Grade Status.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes of any series have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections provisions of this Indenture will not apply to such Notes: Section 4.07Sections 4.05, Section 4.06, 4.08, Section 4.09, Section 4.10, Section 4.11 4.14 and Section 5.01(a)(3) and5.01(a)(3)and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.06 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.05(a) or one of the clauses set forth in Section 4.09(b4.05(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a4.05(a) or Section 4.09(b4.05(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.05(b)(4). In addition, so long as each of Xxxxx’x and S&P (or another Nationally Recognized Statistical Ratings Organization which has provided a rating used to achieve Investment Grade Status) has been notified in advance that such Investment Grade Status will result in such release as set forth in Section 10.02(b)(5), all Liens securing such Notes will be released upon achievement of an Investment Grade rating, as shall any future obligation to grant further security or Note Guarantees. All such Liens, and such further obligation to grant Guarantees and security, shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.12 and Section 5.01(a)(35.03(a)(3), and Section 5.04(a)(3)(B)(2) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Completion Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b) hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day after: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the ‘‘Suspended Covenants’’): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings below an Investment Grade Rating or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion 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 Securities subsequently attain In vestment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the ‘‘Suspension Period.’’ (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.24 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Completion Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b). The Company shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than 5 Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than 5 Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and then beginning on that day and continuing until the Reversion DateDate (as defined below), Holdings, the following Issuer and their Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”). (b) If at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain Investment Grade Status); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to the Suspended Covenants based on, and none of Holdings, the Issuer or any of its Subsidiaries shall bear any liability for, any actions of the Company properly taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(ii). 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 the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by Holdings, the Issuer or any of their Restricted Subsidiaries during the Suspension Period. The Trustee shall have no duty to monitor the rating of the Notes or to notify Holders of the occurrence of any Suspension Period or Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day: (1) the Notes have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Issuer, its Restricted Subsidiaries and the Mission Entities shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15 and 5.01(a)(3) (collectively, the “Suspended Covenants”). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture or the Notes with regard respect to actions the Suspended Covenants based on, and none of the Company properly Issuer, any of its Subsidiaries, Parent or the Mission Entities shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will Period shall be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b(b) hereof (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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Incurred pursuant to Section 4.09(a) or Section 4.09(b)(b) hereof, such Indebtedness will shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)4.09(b)(4)(b) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof shall be made as though Section 4.07 hereof had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) hereof. In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day: (1) the Notes have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections Subsidiaries will not be subject to the following provisions (collectively, the “Suspended Covenants”): (i) Section 4.07; (ii) Section 4.08; (iii) Section 4.09; (iv) Section 4.10; (v) Section 4.11; (vi) Section 4.13; (vii) Section 4.16; (viii) Section 4.18; and (ix) Section 5.01(a)(3). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms hereof (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from hereof), unless and until the first day on Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.” No Subsidiaries shall be deemed to have occurred solely by reason of designated as Unrestricted Subsidiaries during a Restricted Payment made while Section 4.07 was suspended. Suspension Period. (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) hereof or one of the clauses set forth in Section 4.09(b) hereof (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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section Incurred pursuant to Sections 4.09(a) or Section 4.09(b(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (4)(b) of Section 4.09(b)(4)(B4.09(b) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date. (d) The Company shall provide written notice to the Trustee within 30 days of the beginning of a Suspension Period as well as any Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on (a) During any date following the Issue Date, period of time that (i) the Notes have achieved Investment Grade Status Ratings from both Rating 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” and the date thereof being referred to as the “Suspension Date”), ) then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.11, Section 4.15 and Section 5.01(a)(35.01(a)(iv) and, in each case, any related default provision of this Indenture will cease to be effective and will hereof shall not be applicable to the Company Notes (collectively, the “Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that Parent and its Restricted Subsidiaries. Such Sections and Subsidiaries are not subject to the Suspended Covenants under this Indenture for any related default provisions will again apply according to their terms from the first day on which period of time as a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions result of the Company properly taken during foregoing, and on any subsequent date (the continuance “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (d) The Issuer shall give prompt written notice to the Trustee of the occurrence of each Suspension Date and Reversion Date. (e) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants, no action taken or omitted to be taken by Parent or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 will be interpreted as if it has hereof had been in effect since prior to, but not during, the date of this Indenture except that no default Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(iii) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred permitted pursuant to Section 4.09(a4.11(b)(vi) hereof, (iv) any encumbrance or one of the clauses set forth in Section 4.09(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 Event and outstanding restriction on the Reversion Date). To the extent such Indebtedness would ability of any Restricted Subsidiary that is not be so permitted a Guarantor to be incurred under take any action described in clauses (i) through (iii) of Section 4.09(a4.08(a) or Section 4.09(b), such Indebtedness will hereof; that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(i) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) The Trustee shall have been outstanding on no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)commencement or termination of a Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on (a) During any date following the Issue Date, period of time that (i) the Notes have achieved Investment Grade Status Ratings from both Rating 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” and the date thereof being referred to as the “Suspension Date”), ) then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.11, Section 4.15 and Section 5.01(a)(35.01(a)(iv) and, in each case, any related default provision of this Indenture will cease to be effective and will hereof shall not be applicable to the Company Notes (collectively, the “Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) In the event that Parent and its Restricted Subsidiaries. Such Sections and Subsidiaries are not subject to the Suspended Covenants under this Indenture for any related default provisions will again apply according to their terms from the first day on which period of time as a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions result of the Company properly taken during foregoing, and on any subsequent date (the continuance “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. (d) The Issuer shall give prompt written notice to the Trustee of the occurrence of each Suspension Date and Reversion Date. (e) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants, no action taken or omitted to be taken by Parent or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 will be interpreted as if it has hereof had been in effect since prior to, but not during, the date of this Indenture except that no default Suspension Period and, accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.07(a); (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(iii) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred permitted pursuant to Section 4.09(a4.11(b)(vi) hereof, (iv) any encumbrance or one of the clauses set forth in Section 4.09(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 Event and outstanding restriction on the Reversion Date). To the extent such Indebtedness would ability of any Restricted Subsidiary that is not be so permitted a Guarantor to be incurred under take any action described in clauses (i) through (iii) of Section 4.09(a4.08(a) or Section 4.09(b), such Indebtedness will hereof; that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(i) hereof; and (v) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. (f) The Trustee shall have been outstanding on no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)commencement or termination of a Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.12 and Section 5.01(a)(35.03(a)(3), and Section 5.04(a)(3)(B)(2) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Original Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b)hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period. The Issuer shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than five Business Days after such Covenant Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.12 and Section 5.01(a)(35.03(a)(3), and Section 5.04(a)(3)(B)(2) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b)hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period. The Issuer shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than five Business Days after such Covenant Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections Subsidiaries will not be subject to the provisions of this Indenture set forth in (collectively, the “Suspended Covenants”): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related default provisions recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to such Securities below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion Date’’) and be applicable pursuant to their the terms from of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the first day on terms of this Indenture), unless and until the Securities subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Securities maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Securities or the Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Issuer, the Company properly or any of their respective Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the 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 Event, and Section 4.07 Period.” (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be interpreted classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”, (ii) after any Reversion Date calculations of the amount available to be made as if it has Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of Issue Date and throughout the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).Period,

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the first day after the Issue Date, Date that: (1) the Notes Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and 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 provisions of this Indenture set forth in (collectively, the ‘‘Suspended Covenants’’): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status or downgrade the ratings below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion 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 Securities subsequently attain Investment Grade Status 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 that the Securities maintain an Investment Grade Status 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 Securities or the Guarantees 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 (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the ‘‘Suspension Period.’’ (c) On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the definition of Permitted Indebtedness, (ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and (iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant Guarantees will be suspended. Upon the Reversion Date, the following Sections obligation to grant Guarantees will be reinstated. (d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of this Indenture any Suspension Period or the Reversion Date. The Trustee will not apply have no obligation to (i) independently determine or verify if such Notes: Section 4.07events have occurred, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3(ii) and, in each case, make any related default provision determination regarding the impact of this Indenture will cease to be effective and will not be applicable to actions taken during the Suspension Period on the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to ’ future compliance with their terms from covenants or (iii) notify the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions holders of the Company properly taken during the continuance commencement of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On Period or the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and then beginning on that day and continuing until the Reversion DateDate (as defined below), the following Issuers and their Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”). (b) If, at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of Parent, the Company properly or any of its Subsidiaries shall bear any liability for, any actions taken or omitted or events occurring during the continuance Suspension Period (as defined below), or any actions taken or omitted 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 Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(ii). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 3.3(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by Parent, the Company or any of its Restricted Subsidiaries during the Suspension Period. The Trustee shall have no duty to monitor the rating of the Notes or to notify Holders of the occurrence of any Suspension Period or Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If 8.1 If, on any date following the Issue Closing Date, the Notes have achieved Investment Grade Status shall be attained and no Default or Event of Default has occurred and is continuing (a “"Suspension Event”"), then, then the Company Parent shall notify the Trustee holders of the Encore Private Placement Notes of this fact (provided that such notice shall will not be a precondition of the suspension of covenants the Sections described in this Section 4.18paragraph) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture Schedule 4 will not apply to such Notesapply: Section 4.071 (Limitation on Indebtedness), Section 4.082 (Limitation on Restricted Payments), Section 4.094 (Limitation on Restrictions on Distributions from Restricted Subsidiaries), Section 4.105 (Limitation on Sale of Assets and Subsidiary Stock), Section 4.11 6 (Limitation on Affiliate Transactions) and the provisions of paragraph (c) of Section 5.01(a)(37.1 (Merger and Consolidation) and, in each case, any related default provision of this Indenture Agreement will cease to be effective and will not be applicable to the Company Parent and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effectupon and following any Reversion Date. Such Sections will not, however, be of any effect with regard to actions of the Company Parent properly taken during the continuance of the Suspension Event, and Section 4.07 2 (Limitation on Restricted Payments) will be interpreted as if it has been in effect since the date of this Indenture Agreement except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 2 (Limitation on Restricted Payments) was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s Parent's option, as having been Incurred pursuant to Section 4.09(a) 1.1 or one of the clauses paragraphs set forth in Section 4.09(b) 1.2 (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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) 1.1 or Section 4.09(b)1.2, such Indebtedness will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under paragraph (d) of Section 4.09(b)(4)(B1.2 (without giving effect to the parenthetical contained therein).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.21, Section 4.11 4.24 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(a). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, date of this Indenture: (i) the Notes have achieved are assigned an Investment Grade Status Rating from both of the Rating Agencies and (ii) no Default or Event of Default has shall have occurred and is continuing (a “Suspension Event”)be continuing, then, then the Company shall notify provide written notice to such effect to the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and and, beginning on that day the Notes are so rated, Sections 4.07 through 4.11, 4.18 and continuing until the Reversion Dateclause (4) of Section 5.01(a) (collectively, the following Sections “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended (the “Suspension Period”), the Company’s Board of this Indenture Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.18 or the second paragraph of the definition of “Unrestricted Subsidiary.” Notwithstanding the foregoing, if at any time during a Suspension Period the rating assigned by either of the Rating Agencies should decline below Investment Grade, then the Suspended Covenants will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 be reinstated as of and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effectdate of such rating decline. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Calculations under Section 4.07 will be interpreted made as if it has Section 4.07 had been in effect since the date of this Indenture except Indenture. No action taken during the Suspension Period in compliance with the covenants then applying will require reversal or constitute or cause a Default or Event of Default in the event that no default will be deemed the Suspended Covenants are subsequently reinstated. The Company shall deliver an Officers’ Certificate to have occurred solely by reason the Trustee upon the commencement and termination of a Restricted Payment made while Section 4.07 was suspendedSuspension Period. On The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated or to notify the Reversion Date, all Indebtedness Incurred during Holders of Notes regarding the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B)same.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, the first day: (1) a series of Notes have has achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing under this Indenture, (the occurrence of such events, a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing the Suspension Date until the occurrence of the Reversion Date, (i) the following Sections amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Indenture and any definitions used therein (including all “annual”, “life of facilities”, “fiscal year”, “financial year”, “calendar year”, “at any time” and “aggregate” baskets) shall be increased by 50% and (ii) the Issuer and the Restricted Subsidiaries will not apply no longer be subject to such Notes: Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.14, Section 5.01(a)(2), Section 5.01(a)(4) and Section 5.01(a)(312.03 (collectively, the “Suspended Covenants”) and, in each case, any related default provision of Article 6 of this Indenture will cease to be effective and will not be applicable to the Company Issuer and the Restricted Subsidiaries. (b) During any period that the Suspended Covenants have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries. (c) If and while the Issuer and its Restricted SubsidiariesSubsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. Such Sections In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any related default provisions will again apply according to their terms from the first day on which period of time as a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions result of the Company properly taken foregoing, and on any subsequent date (the “Reversion Date”) the Notes no longer have an Investment Grade Rating or a Rating Agency withdraws its Investment Grade Rating or downgrades the rating assigned to the relevant series of Notes below an Investment Grade Rating (in each case, to the extent given an Investment Grade Rating by such Rating Agency), then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” The Note Guarantees (other than the Note Guarantee of the Issuer) will be suspended during the continuance Suspension Period. (d) Upon the occurrence of the a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Dispositions shall be reset to zero. (e) During the Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.07 will 4.11 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as if it has been though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.11 and the “Permitted Liens” and “Permitted Collateral Liens” definitions and for no other covenant). (f) Notwithstanding the foregoing, in effect since the date event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture except that Indenture, and no default Default or Event of Default will be deemed to exist or have occurred solely as a result of any failure by reason the Issuer or any Restricted Subsidiary to comply with any of a the Suspended Covenants during the Suspension Period; provided, that (1) with respect to Restricted Payment Payments made while after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.07 was suspended. On 4.06 had been in effect prior to, but not during, the Suspension Period (including with respect to an Applicable Transaction entered into during the Suspension Period); (2) all Indebtedness incurred, committed or issued during the Suspension Period (or deemed incurred or issued in connection with an Applicable Transaction entered into during the Suspension Period) will be classified to have been incurred or issued pursuant to Section 4.08(b)(4)(A); (3) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.10(b)(6); (4) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 4.07(a)(1) through Section 4.07(a)(3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.07(b)(1); (5) no Subsidiary of the Issuer shall be required to comply with Section 4.14 after such reinstatement with respect to any guarantee or obligation entered into by such Subsidiary during any Suspension Period; and (6) all Investments made during the Suspension Period (or deemed made in connection with an Applicable Transaction entered into during the Suspension Period) will be classified to have been made under clause (i) of the definition of “Permitted Investments.” (g) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, all Indebtedness Incurred during the continuance (1) no Default, Event of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) Default or one breach of the clauses set forth in Section 4.09(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness any kind will be deemed to have been outstanding exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Issue Suspension Period), and (2) following a Reversion Date, so the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the transactions contemplated thereby. (h) The Trustee shall be notified of a Covenant Suspension Event and a Reversion Date; provided that it is classified as permitted under Section 4.09(b)(4)(B)no such notification shall be a condition for the Covenant Suspension Event to be effective. The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (iii) notify the Holders of any of the foregoing.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.18, Section 4.11 4.21 and Section 5.01(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b).. The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion 98 EU-DOCS\26039728.6

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Datedate of this Indenture, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “"Suspension Event”"), then, from the Company shall notify date that the Parent Guarantor delivers to the Trustee of this fact (provided an Officer's Certificate declaring that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day Investment Grade Status has been achieved and continuing until the Reversion Date, the following Sections covenants of this Indenture will shall not apply to such the Notes: Section 4.074.06, Section 4.084.07, Section 4.09, Section 4.104.11, Section 4.11 4.13, Section 4.17 and the provisions of Section 5.01(a)(35.01(a)(iii)(A) and, in each case, any related default provision provisions of this Indenture will shall cease to be effective and will shall not be applicable to the Company Parent Guarantor and its Restricted SubsidiariesGroup Members. For purposes of determining compliance with Section 4.11 of this Indenture, the amount of Net Proceeds from all Asset Sales not applied in accordance with Section 4.11 will be deemed to reset to zero. Such Sections covenants and any related default provisions will shall again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will covenants shall not, however, be of any effect with regard to actions of the Company Parent Guarantor and the Restricted Group Members properly taken during the continuance of the Suspension Event, and Section 4.07 will shall be interpreted as if it has been in effect since the date of this Indenture except that no default will shall be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 that covenant was suspended. On the Reversion Date, all Indebtedness Incurred Debt incurred during the continuance of the Suspension Event will be classified, at the Company’s Parent Guarantor's option, as having been Incurred incurred pursuant to Section 4.09(a4.06(a) or one of the clauses set forth in Section 4.09(b4.06(b) (to the extent such Indebtedness Debt would be permitted to be Incurred incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred Debt incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness Debt would not be so permitted to be incurred under Section 4.09(a4.06(a) or Section 4.09(b4.06(b), such Indebtedness Debt will be deemed to have been outstanding on the Issue Datedate of this Indenture, so that it is classified as permitted. On and after each Reversion Date, the Parent Guarantor and its Subsidiaries will be permitted under Section 4.09(b)(4)(B)to consummate the transactions contemplated by any agreement or commitment entered into during the relevant period of suspension, so long as such agreement or commitment and such consummation would have been permitted during such period of suspension.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and then beginning on that day and continuing until the Reversion DateDate (as defined below), Holdings, the following Issuer and its Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Registration Rights Agreement, the Notes or the Note Guarantees with regard respect to the Suspended Covenants based on, and none of Holdings, the Issuer or any of its Subsidiaries shall bear any liability for, any actions of the Company properly taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, classified as having been Incurred pursuant to Section 4.09(a3.2(a) or one of the clauses set forth in of Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(iii). 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 the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. (1) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture will not apply to such Notes: Section 4.04, Section 4.06, Section 4.07, Section 4.08, Section 4.094.12, Section 4.10, Section 4.11 4.15 and Section 5.01(a)(35.01(a)(1)(c) will not apply to the Notes, and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its Restricted Subsidiaries. . (2) Such Sections covenants and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections covenants will not, however, be of any effect with regard to actions of the Company Issuer or its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason but InterXion Holding N.V. Indenture Page 73 not during the continuance of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Debt Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(2)(c). In addition, the Issuer or any of the Restricted Subsidiaries may, without causing a Default or Event of Default, honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments shall have been entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. Upon the occurrence of a Suspension Event, the amount of Excess Proceeds shall be reset at zero. The Issuer shall notify the Trustee that the conditions set forth in Section 4.18(1) have been satisfied, provided that, no such notification shall be a condition for the suspension of the covenants listed under Section 4.18 to be effective.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuers properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Original Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b) hereof. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to perform under, or consummate the transactions contemplated by, any contract entered into during the period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period. The Company shall give the Trustee written notice of any Suspension Event and in any event not later than five Business Days after such Suspension Event has occurred. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.12 and Section 5.01(a)(35.03(a)(3), and Section 5.04(a)(3)(B)(2) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Completion Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b)hereof. 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 period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections provisions of this Indenture contained in the following sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.09 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuers properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b) hereof. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to perform under, or consummate the transactions contemplated by, any contract entered into during the period of time between the Suspension Event and the Reversion Date (the “Suspension Period”), so long as such contract and such consummation would have been permitted during such Suspension Period. The Company shall give the Trustee written notice of any Suspension Event and in any event not later than five Business Days after such Suspension Event has occurred. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.18, Section 4.11 4.21 and Section 5.01(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period”. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a)) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(b). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five (5) Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. Absent such written notice the Trustee shall be entitled to assume that no Suspension Event or the occurrence of any Reversion Date has occurred. For the purposes of Section 4.08, upon the occurrence of a Reversion Date the amount of Net Available Cash not applied in accordance with such covenant will be deemed to be reset to zero. For purposes of Section 4.09, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for the purposes of Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the encumbrances or restrictions subject to such covenant will be deemed to have been in existence on the Issue Date. The Note Guarantees of the Guarantors will be suspended during the Suspension Period.

Suspension of Covenants on Achievement of Investment Grade Status. (a) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections Section 4.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08 and Section 5.01(a)(iii) of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Parent and its Restricted Subsidiaries. . (b) Such Sections sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections sections will not, however, be of any effect with regard to actions of the Company Parent or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken in respect of the suspended covenants prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.02 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason but not during the continuance of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.01(b)(iv)(B). In addition, the Parent or any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. The Parent shall notify the Trustee that the conditions set forth in Section 4.10(a) have been satisfied or of any Reversion Date; provided that, no such notification shall be a condition for the suspension or reversion of the covenants described under this Section 4.10 to be effective and the Trustee shall not be obliged to notify the Holders of such event. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or upon the occurrence of the Reversion Date. The Parent shall notify the Trustee in writing that the conditions under this Section 4.10 have been satisfied, although such notification shall not be a condition for suspension of the applicable covenants to be effective.

Suspension of Covenants on Achievement of Investment Grade Status. (a) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections Section 4.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08 and Section 5.01(a)(iii) of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Parent and its Restricted Subsidiaries. . (b) Such Sections sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections sections will not, however, be of any effect with regard to actions of the Company Parent or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken in respect of the suspended covenants prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.02 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason but not during the continuance of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.01(b)(iv)(B). In addition, the Parent or any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. The Parent shall notify the Trustee that the conditions set forth in Section 4.10(a) have been satisfied or of any Reversion Date; provided that, no such notification shall be a condition for the suspension or reversion of the covenants described under this Section 4.10 to be effective and the Trustee shall not be obliged to notify the Holders of such event.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day that the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and then beginning on that day and continuing until the Reversion DateDate (as defined below), Holdings, the following Issuers and their Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture will not apply (including in connection with performing any calculation or assessment to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision determine compliance with the terms of this Indenture will cease to be effective Indenture), unless and will not be applicable to until the Company Notes subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Registration Rights Agreement, the Notes or the Note Guarantees with regard respect to the Suspended Covenants based on, and none of Holdings, the Issuers or any of their Subsidiaries shall bear any liability for, any actions of the Company properly taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, classified as having been Incurred pursuant to Section 4.09(a3.2(a) or one of the clauses set forth in of Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day: (1) the Notes have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections Subsidiaries will not be subject to the following provisions (collectively, the “Suspended Covenants”): (i) Section 4.07; (ii) Section 4.08; (iii) Section 4.09; (iv) Section 4.10; (v) Section 4.11; (vi) Section 4.13; (vii) Section 4.15; (viii) Section 4.17; and (ix) Section 5.01(3). (b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms hereof (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from hereof), unless and until the first day on Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (c) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) hereof or one of the clauses set forth in Section 4.09(b) hereof (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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section Incurred pursuant to Sections 4.09(a) or Section 4.09(b(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (4)(b) of Section 4.09(b)(4)(B4.09(b) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a). In addition, any future obligation to grant further Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated upon the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If (a) During any period of time and beginning on any date following the Issue Date, day that (a) the Notes have achieved Investment Grade Status and (b) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted SubsidiariesSubsidiaries will not be subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, and Section 5.01(a)(3) (the “Suspended Covenants”) shall terminate. Such Sections If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any related default provisions will again apply according calculation or assessment to their determine compliance with the terms from of this Indenture), unless and until the first day on Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under the Note Documents with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the Suspension Event, and Section 4.07 will be interpreted as if it has been applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed suspension of the covenants and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” (b) On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event Period will be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b(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 Event Period and outstanding on the Reversion DateDate and in the case of one of the clauses set forth in Section 4.09(b), shall reduce amounts available to be Incurred under and such clause thereafter). To the extent such Indebtedness would not be so permitted to be incurred under Incurred pursuant to Section 4.09(a) or Section 4.09(band (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.09(b)(4)(b). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a).” (c) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of any Suspension Period or the Reversion Date. 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 on the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the holders of the commencement of the Suspension Period or the Reversion Date.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.09(b)(4)(b) (without giving effect to the parenthetical contained therein).

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, then the Company Issuer shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) these events and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture sections will not apply to such the Notes: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.104.21(a), Section 4.11 4.24 and Section 5.01(a)(35.03(a)(3) and, in each case, and any related default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its the Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company Issuer properly taken during the continuance of the Suspension Event, and Section 4.07 4.05 will be interpreted as if it has been in effect since the date of this Indenture except that no default Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.05 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the CompanyIssuer’s option, as having been Incurred pursuant to Section 4.09(a4.04(a) or one of the clauses set forth in Section 4.09(b4.04(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred Incurred under Section 4.09(a4.04(a) or Section 4.09(b4.04(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.04(b)(4)(a). The Issuer shall give the Trustee written notice of any Suspension Event and in any event not later than five Business Days after such Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Suspension of Covenants on Achievement of Investment Grade Status. If (a) If, on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which such Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections Section 4.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08 and Section 5.01(b)(iv) of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) the Notes and, in each case, any related default provision of this Indenture Indenture, will cease to be effective and will not be applicable to the Company KP Parent and its Restricted Subsidiaries. . (b) Such Sections covenants and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections covenants will not, however, be of any effect with regard to actions of KP Parent or the Company Issuer, as applicable, properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.02 will be interpreted as if it has been in effect since the date of this Indenture except that no default will be deemed to have occurred solely by reason but not during the continuance of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.01(b)(iv)(B). In addition, this Indenture will also permit, without causing a Default or Event of Default, KP Parent or any of the Restricted Subsidiaries to honor any contractual commitments or take actions in the future after any date on which such Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of such Notes no longer having an Investment Grade Status. KP Parent shall notify the Trustee that the conditions set forth in the first paragraph under this caption have been satisfied; provided that, no such notification shall be a condition for the suspension of the covenants described under this caption to be effective.

Suspension of Covenants on Achievement of Investment Grade Status. ‌ (a) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), the following Sections of this Indenture will not apply to such Notes: Section 4.074.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08, Section 4.09, Section 4.10, Section 4.11 4.18 and Section 5.01(a)(35.01(a)(iii) (collectively, the “Suspended Provisions”) and, in each case, any related default Default provision of this Indenture will cease to be effective and will not be applicable to the Company Issuer and its Restricted Subsidiaries. Such Sections Subsidiaries.‌ (b) The Suspended Provisions and any related default Default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effectReversion Date. Such Sections sections will not, however, be of any effect with regard to actions of the Company Issuer or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. Section 4.07 4.02 will be interpreted as if it has been in effect since the date Issue Date but not during the continuance of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspendedthe Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.01(b)(iv)(B). In addition, the Issuer or any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor any contractual commitments or take actions in the future after the Reversion Date as long as the contractual commitments were entered into during the continuance of the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. The Issuer shall promptly notify the Trustee that the conditions set forth in Section 4.10(a) have been satisfied, provided that no such notification shall be a condition for the suspension of the Suspended Provisions and related Default provisions under this Section 4.10 to be effective. The Trustee shall not be obligated to notify Holders of such event.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following (a) Following the Issue Date, first day after the Notes Effective Date that: (1) the Securities have achieved Investment Grade Status and Status; and (2) no Default or Event of Default has occurred and is continuing (a “Suspension Event”)under this Indenture, then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day and continuing until the Reversion DateDate (as defined below), the following Sections Issuer and its Restricted Subsidiaries will not be subject to the provisions of this Indenture will not apply set forth in (collectively, the ‘‘Suspended Covenants’’): (i) Section 4.03; (ii) Section 4.04; (iii) Section 4.12; (iv) Section 4.13; (v) Section 4.16; (vi) Section 4.17; and (vii) clause (2) of Section 5.01. (b) If at any time (a)(i) the Securities cease to have such Notes: Section 4.07Investment Grade Status and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, that transaction (alone or together with any related default provision recapitalization or refinancing transactions) would cause that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to the Securities below an Investment Grade Status or (b) a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated under this Indenture as if such covenants had never been suspended (the ‘‘Reversion Date’’) and be applicable pursuant to the terms of this Indenture will cease (including in connection with performing any calculation or assessment to be effective determine compliance with the terms of this Indenture), unless and will not be applicable to until the Company Securities subsequently attain Investment Grade Status and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from no Default or Event of Default is in existence (in which event the first day on which a Suspension Event ceases to Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Securities maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Securities or the Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the continuance Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the 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 Event, and Section 4.07 Period.’’ (c) On the applicable Reversion Date: (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will be interpreted classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”; (ii) after any Reversion Date calculations of the amount available to be made as if it has Restricted Payments under Section 4.03 will be calculated as though the covenant described under Section 4.03 had been in effect since the date of this Indenture except that no default will Issue Date and throughout the Suspension Period; (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into during such Suspension Period shall be deemed to have occurred solely by reason be permitted pursuant to clause (iii) of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, 4.12(2); and (iv) for purposes of Section 4.13 all Indebtedness Incurred contracts entered into during the continuance Suspension Period prior to such Reversion Date that contain any of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent restrictions contemplated by 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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness covenant will be deemed to have been outstanding entered pursuant to clause (5)(A) of Section 4.13. No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the obligation to grant further Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees will be reinstated. (d) The Issuer shall provide an Officers’ Certificate to the Trustee indicating the commencement of any Suspension Period or the Reversion Date. 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 on the Issue Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of the commencement of the Suspension Period or the Reversion Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

Suspension of Covenants on Achievement of Investment Grade Status. If (a) If, on any date following the Issue Date, (i) the Notes have achieved Investment Grade Status 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, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that day day, and continuing until the Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07as defined below, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and clause (3) of Section 4.1(a) of this Indenture (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”). (b) If at any related default provisions time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will again apply according thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to their the terms from of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the first day on 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 a Suspension Event ceases to event the Suspended Covenants shall no longer be in effect. Such Sections will noteffect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, be that no Default, Event of Default or breach of any effect kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with regard respect to actions the Suspended Covenants based on, and none of the Company properly or any of its Subsidiaries shall bear any liability under this Indenture or the Notes for, any actions taken or events occurring during the continuance of Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation entered into during the Suspension EventPeriod and not in contemplation of an impending Reversion Date, and Section 4.07 will be interpreted as regardless of whether such actions or events would have been permitted if it has been the applicable Suspended Covenants remained in effect since during such period. The period of time between the date of this Indenture except that no default will be deemed Covenant Suspension Event and the Reversion Date is referred to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. as the “Suspension Period.” On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will Period shall be classified, at the Company’s option, as having classified to have been Incurred pursuant to Section 4.09(aSections 3.2(a) or one of the clauses set forth in Section 4.09(b3.2(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 Event Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(aIncurred pursuant to Sections 3.2(a) or Section 4.09(b), 3.2(b) such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B3.2(b)(4)(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 shall be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.8(b)(5) and any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 3.4(a)(1) through (3) that becomes effective during the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 3.4(b)(1). During the Suspension Period, any future obligation to grant further Note Guarantees shall be suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. (c) The Company shall deliver promptly to the Trustees an Officer’s Certificate notifying it of the commencement or termination of any Covenant Suspension Event or any Reversion Date. The Trustees shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.

Suspension of Covenants on Achievement of Investment Grade Status. If on any date following the Issue Closing Date, the Loans or PIK Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, the Company shall notify the Trustee of this fact (provided that such notice shall not be a precondition of the suspension of covenants described in this Section 4.18) and beginning on that the day and continuing until such time, if any, at which the Loans or PIK Notes, as applicable, cease to have Investment Grade Status (the “Reversion Date”), the following Sections 4.05, 4.06, 4.08, 4.09, 4.10 and 5.01(a)(3) of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 Agreement and Section 5.01(a)(3) and, in each case, any related default provision of this Indenture Agreement will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 4.06 will be interpreted as if it has been in effect since the date of this Indenture Agreement except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 4.06 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a4.05(a) or one of the clauses set forth in Section 4.09(b4.05(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 Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under Section 4.09(a4.05(a) or Section 4.09(b4.05(b), such Indebtedness will be deemed to have been outstanding on the Issue Closing Date, so that it is classified as permitted under Section 4.09(b)(4)(B4.05(b)(4)(e) (without giving effect to the proviso therein).