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 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 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 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 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 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. 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, 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 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).

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. 110 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 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. (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).

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, 114 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 4.104.18, 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 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 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, 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 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. 110 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, 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 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 115 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 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 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 (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 of the Suspension EventPeriod (as defined below), 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 or any actions taken at any time pursuant to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On any contractual obligation arising prior to the Reversion Date, all Indebtedness Incurred 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 continuance date of suspension 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 covenants and the Reversion Date and after giving effect is referred to Indebtedness Incurred prior to as 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 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 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 If, during any date following period after the Issue Date, the Notes have achieved and continue to maintain Investment Grade Status and no Default or Event of Default has occurred and is continuing (a such period hereinafter referred to as an “Suspension EventInvestment Grade Status Period”), then, then the Company shall will 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 Datesuch date, the following Sections covenants in the Indenture described under “—Limitation on Indebtedness”, “—Limitation on Restricted Payments”, “—Limitation on Restrictions on Distributions from Restricted Subsidiaries”, “—Limitation on Sales 164 40810573_6 of this Indenture will not apply to such Notes: Section 4.07Assets and Subsidiary Stock”, Section 4.08“—Limitation on Affiliate Transactions”, Section 4.09and under “—Change of Control”, Section 4.10, Section 4.11 the provisions of clause (3) of the first paragraph of the covenant described under “—Merger and Section 5.01(a)(3) and, in each case, Consolidation” and any related default provision provisions of this the Indenture will cease to be effective suspended and will not not, during such Investment Grade Status Period, be applicable to the Company and its the Restricted Subsidiaries. Such Sections and As a result, during any related such Investment Grade Status Period, the Notes will lose the covenant protection initially provided under the Indenture. No action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with the covenants then applicable will require reversal or constitute a default provisions under the Notes in the event that suspended covenants are subsequently reinstated or suspended, as the case may be. An Investment Grade Status Period will again apply according terminate immediately upon the failure of the Notes to their terms from maintain Investment Grade Status. The Company will promptly notify the first day on which a Suspension Event ceases to be Trustee in effect. Such Sections will not, however, be writing of any effect with regard to actions failure 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 Notes 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)maintain Investment Grade Status.

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. 106 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 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, 109 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 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 117 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, 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 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 114 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 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 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 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, 101 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. 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 4.24 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 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 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. 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 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 112 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.