Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers and their Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both at least two of the Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Company and the its Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively collectively, the “Suspended Covenants”). If and while the Issuers Company and their its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Company and their its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both two of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers Company and their its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers Company or their its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers Company must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Company and the its Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.11, 4.18 and 5.01(a)(iv5.01(a)(iii) (collectively the “Suspended Covenants”). If and while the Issuers Company and their its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Company and their its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers Company and their its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers Company shall promptly upon its occurrence deliver to the Trustee Trustee, and post to the Company Website, an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, Incurred or Disqualified Stock or Preferred Stock issued, issued during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or Disqualified Stock issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or Disqualified Stock issued pursuant to Section 4.03(a) or 4.03(b) ), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers Company or their its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must Company shall comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Collateral Excess Proceeds amount and Excess Proceeds amounts will be reset to zero.

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.07 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers Issuer and their its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers Issuer shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Existing 8.5% Issue Date, so that it is classified as permitted under Section 4.03(b)(iii4.03(b)(ii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Existing 8.5% Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers Issuer or their its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both at least two of the Rating Agencies, and (ii) no Default has occurred and is continuing under this IndentureIndenture (excluding, for the avoidance of doubt, any Default arising in connection with the event or transaction resulting in the achievement of such Investment Grade Ratings, which Default arises solely under one or more of the Suspended Covenants), then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.11, 5.01(a)(iv) and 5.01(a)(iv5.01(b) (collectively the “Suspended Covenants”). If and while the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Company and their the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both the Notes cease to have Investment Grade Ratings from at least two of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade RatingAgencies, then the Issuers Company and their the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers Company shall promptly upon its occurrence deliver to the Trustee an Officer’s Officers’ Certificate notifying the Trustee of indicating the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any each Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificatewithin five Business Days of the occurrence thereof. The Trustee shall not have any no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of any actions taken during the Suspension Period or the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the holders of the occurrence or dates of any Covenant Suspension Event Suspended Covenants or Reversion Date. The Trustee may provide a copy of such notice to any holder of Notes upon request. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section Sections 4.03(a) or 4.03(band (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section Sections 4.03(a) or 4.03(b) and (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers Company or their the Restricted Subsidiaries during the Suspension PeriodPeriod or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted under this Indenture at such time, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. Within 30 days of such Reversion Date, the Issuers Company must comply with the terms of Section 4.11. For purposes of Section 4.05, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1)(i) thereof. For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (b)(vii) thereof. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.07 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers Issuer and their its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii4.03(b)(ii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers Issuer or their its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Suspension. If on During any date following the Issue Date, period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies, Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers ” and the Restricted Subsidiaries shall not be subject date thereof being referred to as the “Suspension Date”) then Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.07 and 5.01(a)(iv5.01(a)(3) (collectively collectively, the “Suspended Covenants”). If and while the Issuers and their Restricted Subsidiaries are ) shall not subject be applicable to the Suspended CovenantsNotes. During the Suspension Period, Parent shall not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the Notes will be entitled to substantially less covenant protection. second sentence of the definition of “Unrestricted Subsidiary.” In the event that Parent and the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoingoccurrence of a Covenant Suspension Event, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then Parent and the Issuers and their Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to period of time between the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect is referred to Indebtedness Incurred as the “Suspension Period.” Notwithstanding the foregoing, if any such reinstatement occurs, no action taken or issued omitted to be taken by Parent or any of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted Notes; provided that (1) with respect to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations Restricted Payments made after the Reversion Date of such reinstatement, the amount available to be made as Restricted Payments under Section 4.04 will be made calculated as though Section 4.04 had been in effect since the Issue Date and priorprior to, but not during, the Suspension Period. AccordinglyPeriod and, accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As ; (2) all Indebtedness Incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to Section 4.03(b)(4); (3) all Liens created during the Suspension Period will be classified to have been Incurred pursuant to clause (8) of the definition of “Permitted Liens”; and (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described above, however, no Default or Event in clauses (x) through (z) of Default will Section 4.05 that becomes effective during any Suspension Period shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of be permitted pursuant to Section 4.114.05(1)(A). For purposes of determining compliance with Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount Net Available Cash from Asset Dispositions not applied in accordance with Section 4.06 will be deemed reset at zero. The Issuer will provide written notice to zerothe Trustee of the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes have Investment Grade Ratings from both Rating Agencies or of the occurrence of a Reversion Date.

Covenant Suspension. If on any date following the Issue DateIf, (i) and for so long as, the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraphcontinuing, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.054.08, 4.064.09, 4.074.10 and 5.01(a)(4) hereof (collectively, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while at any time the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants, credit rating for the Notes will be entitled to substantially less covenant protection. In the event that the Issuers is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and their Restricted Subsidiaries are not subject to is continuing, then the Suspended Covenants under this Indenture for any period of time shall thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Reinstatement Date”) one and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies withdraw their and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or downgrade Event of Default is in existence). The period of time between the rating assigned date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes below an Investment Grade Rating, then the Issuers and their Restricted Subsidiaries will thereafter again be subject with respect to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee based on, and none of the occurrence Company or any of its Subsidiaries shall bear any Covenant liability for, any actions taken or events occurring during the Suspension Event Period, regardless of whether such actions or Reversion events would have been permitted if the applicable Suspended Covenants remained in effect during the Suspension Period. On the Reinstatement Date, and the date thereofamount of Excess Proceeds from Asset Dispositions shall be reset at zero. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion DateIn addition, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, Incurred during the Suspension Period will be classified as having to have been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or and 4.03(b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii)4.03(b)(3) hereof. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.04 will hereof shall be made as though the covenants described under Section 4.04 hereof had been in effect since the Prior Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described aboveDuring any period when the Suspended Covenants are suspended, however, no Default neither the Board of Directors of the Company nor Senior Management may designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zeroExcluded Project Subsidiaries.

Covenant Suspension. If on any date following Following the Issue Date, (i) first day the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraphcontinuing, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.054.08, 4.064.09, 4.07, 4.11 4.10 and 5.01(a)(iv5.01(a)(4) (collectively collectively, the “Suspended Covenants”). If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and while is continuing, then from the Issuers and their Restricted Subsidiaries are not subject to date of such occurrence (the Suspended Covenants“Reinstatement Date”), the Notes will be entitled to substantially less covenant protection. In the event that the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for shall thereafter be reinstated as if such covenants had never been suspended and be applicable (including in connection with performing any period of time as a result calculation or assessment to determine compliance with the terms of the foregoingIndenture), unless and on any subsequent date (until the “Reversion Date”) one or Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies withdraw their and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or downgrade Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the rating assigned to Indenture or the Notes below an Investment Grade Rating, then the Issuers and their Restricted Subsidiaries will thereafter again be subject with respect to the Suspended Covenants under this Indenture with respect to future eventsbased on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The Issuers shall promptly upon its occurrence deliver to period of time between the Trustee an Officer’s Certificate notifying the Trustee date of suspension of the occurrence of any Covenant covenants and the Reinstatement Date is referred to as the “Suspension Event or Reversion Period.” On the Reinstatement Date, and the date thereofamount of Excess Proceeds from Asset Dispositions shall be reset at zero. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion DateIn addition, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, Incurred during the Suspension Period will be classified as having to have been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or and 4.03(b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii)4.03(b)(3) hereof. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.04 will shall be made as though the covenants described under Section 4.04 hereof had been in effect since the Prior Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described aboveDuring any period when the Suspended Covenants are suspended, however, no Default neither the Board of Directors of the Company nor Senior Management may designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zeroExcluded Project Subsidiaries.

Covenant Suspension. If on During any date following period of time that the Issue DateSecurities have a Xxxxx’x rating of Baa3 or higher or an S&P rating of BBB- or higher (each, (i) the Notes have an “Investment Grade Ratings from both Rating Agencies, Rating”) and (ii) no Default has occurred and is then continuing under this Indenture(such occurrence, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively collectively, the “Suspended Covenants”). If and while Upon the Issuers and their Restricted occurrence of a Covenant Suspension Event, the amount of Excess Proceeds shall be set at zero. During any Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries are not subject as Unrestricted Subsidiaries pursuant to the definition of “Unrestricted Subsidiary”; provided that the Company’s Board of Directors shall be permitted to designate a new Subsidiary as an Unrestricted Subsidiary if at the time of such designation such designation would not have been prohibited by the terms of this Indenture if the Suspended Covenants, the Notes will be entitled to substantially less covenant protectionCovenants were still in effect. In the event that the Issuers Company and their the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (the “Reversion Date”) subsequently, one or both of the Rating Agencies withdraw their Investment Grade Rating Agencies, as applicable, withdraws its ratings or downgrade downgrades the rating ratings assigned to the Notes below such that the Notes do not have an Investment Grade RatingRating (such date, the “Reinstatement Date”), then the Issuers Company and their the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants Covenants, it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion DateSuspended Covenants. On each Reversion the Reinstatement Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will shall be classified as having been Incurred or issued pursuant subject to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date)4.03. To the extent such Indebtedness or Indebtedness, Disqualified Stock or Preferred Stock would not be so permitted to be Incurred incurred or issued pursuant to Section 4.03(a) or 4.03(b) 4.03, such Indebtedness or Indebtedness, Disqualified Stock or Preferred Stock will shall be deemed to have been outstanding on the Issue Dateissue date of the Securities, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under the Section 4.04 will shall be made as though Section 4.04 had been in effect since from the Issue Date date of this Indenture and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a)) to the extent provided therein. As described above, however, no Default or Event of Default will Notwithstanding that the Suspended Covenants may be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.reinstated:

Covenant Suspension. If on any date following the Issue DateIf, (i) and for so long as, the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraphcontinuing, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.054.08, 4.064.09, 4.074.10 and 5.01(a)(4) hereof (collectively, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while at any time the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants, credit rating for the Notes will be entitled to substantially less covenant protection. In the event that the Issuers is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and their Restricted Subsidiaries are not subject to is continuing, then the Suspended Covenants under this Indenture for any period of time shall thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Reinstatement Date”) one and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies withdraw their and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or downgrade Event of Default is in existence). The period of time between the rating assigned date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes below an Investment Grade Rating, then the Issuers and their Restricted Subsidiaries will thereafter again be subject with respect to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee based on, and none of the occurrence Company or any of its Subsidiaries shall bear any Covenant liability for, any actions taken or events occurring during the Suspension Event Period, regardless of whether such actions or Reversion events would have been permitted if the applicable Suspended Covenants remained in effect during the Suspension Period. On the Reinstatement Date, and the date thereofamount of Excess Proceeds from Asset Dispositions shall be reset at zero. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion DateIn addition, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, Incurred during the Suspension Period will be classified as having to have been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as one of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.clauses set forth in

Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 4.07 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers Issuer and their its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuers Issuer and their its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, and the date thereof. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) 4.03 such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.Section

Covenant Suspension. If on any date following (a) Following the Issue first day (such date, a “Suspension Date, ”) (i) the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, ; and (ii) no No Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) Company and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuers and the its Restricted Subsidiaries shall will not be 71 subject to Sections 4.034.09, 4.044.10, 4.054.12, 4.064.13, 4.074.14, 4.11 4.15 and 5.01(a)(ivclause (4) of Section 5.01(a) (collectively collectively, the “Suspended Covenants”). If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and while the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenantsis continuing, the Notes will be entitled to substantially less covenant protection. In the event that the Issuers and their Restricted Subsidiaries are not subject to then the Suspended Covenants under this Indenture for any period of time will thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Reinstatement Date”) one and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies withdraw their and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or downgrade the rating assigned Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes below an Investment Grade Rating, then or the Issuers and their Restricted Subsidiaries will thereafter again be subject Note Guarantees with respect to the Suspended Covenants under this Indenture with respect to future eventsbased on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The Issuers shall promptly upon its occurrence deliver to period of time between the Trustee an Officer’s Certificate notifying the Trustee of the occurrence of any Covenant Suspension Event or Reversion Date, Date and the date thereof. The Trustee shall not have any obligation Reinstatement Date is referred to monitor as the occurrence or dates of any Covenant “Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify Period.” On the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion Reinstatement Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, incurred during the Suspension Period will be classified as having to have been Incurred or issued incurred pursuant to Section 4.03(a4.09(a) or 4.03(b(b) (in each case to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued incurred thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness Incurred or issued incurred prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued incurred pursuant to Section 4.03(a4.09(a) or 4.03(b) (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of Section 4.03(b)(iii4.09(b). Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.04 4.10 will be made as though the covenant described under Section 4.04 4.10 had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a4.10(a). As described above, however, no Default or Event of Default will be deemed to have occurred on During any period when the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion DateSuspended Covenants are suspended, the Issuers must comply with Board of Directors of the terms Company may not designate any of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to zerothis Indenture.

Covenant Suspension. If on any date following the Issue DateIf, (i) and for so long as, the Notes have an Investment Grade Ratings Rating from both of the Rating Agencies, Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraphcontinuing, the Issuers Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.054.08, 4.064.09, 4.074.10 and 5.01(a)(4) hereof (collectively, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). If and while at any time the Issuers and their Restricted Subsidiaries are not subject to the Suspended Covenants, credit rating for the Notes will be entitled to substantially less covenant protection. In the event that the Issuers is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and their Restricted Subsidiaries are not subject to is continuing, then the Suspended Covenants under this Indenture for any period of time shall thereafter be reinstated as a result of the foregoing, and on any subsequent date if such covenants had never been suspended (the “Reversion Reinstatement Date”) one and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies withdraw their and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or downgrade Event of Default is in existence). The period of time between the rating assigned date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes below an Investment Grade Rating, then the Issuers and their Restricted Subsidiaries will thereafter again be subject with respect to the Suspended Covenants under this Indenture with respect to future events. The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate notifying the Trustee based on, and none of the occurrence Company or any of its Subsidiaries shall bear any Covenant liability for, any actions taken or events occurring during the Suspension Event Period, regardless of whether such actions or Reversion events would have been permitted if the applicable Suspended Covenants remained in effect during the Suspension Period. On the Reinstatement Date, and the date thereofamount of Excess Proceeds from Asset Dispositions shall be reset at zero. The Trustee shall not have any obligation to monitor the occurrence or dates of any Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the holders of the occurrence or dates of any Covenant Suspension Event or Reversion Date. On each Reversion DateIn addition, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, Incurred during the Suspension Period will be classified as having to have been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Reinstatement Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Reinstatement Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or and 4.03(b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii)4.03(b)(3) hereof. Calculations made after the Reversion Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.04 will hereof shall be made as though the covenants described under Section 4.04 hereof had been in effect since the Issue Date and prior, but not during, throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will shall reduce the amount available to be made as Restricted Payments under Section 4.04(a), which shall not be less than zero. As described aboveDuring any period when the Suspended Covenants are suspended, however, no Default neither the Board of Directors of the Company nor Senior Management may designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuers or their Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date, the Issuers must comply with the terms of Section 4.11. For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zeroExcluded Project Subsidiaries.