Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. From and after the first date on which both (a) the Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will no longer be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14 and clause (d) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating assigned to the Notes to below an Investment Grade rating then, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) During any period when the Notes are rated have an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) Rating from either Rating Agency and Standard & Poor’s Ratings Group (“S&P” no Default has occurred and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.063.09, 4.07, 4.08, 4.09, 4.104.11, 4.12, 4.14 4.16(a)(i) and clause (d5.01(a)(iv) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided thatprovided, during however, that the Suspension Period (as defined below)provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be so suspended; and provided, further, that if the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating ratings assigned to the Notes to below the Investment Grade Ratings so that the Notes do not have an Investment Grade rating thenRating from either Rating Agency, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject or a Default (other than with respect to the Suspended Covenants Covenants) occurs and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Dateis continuing, the Company and its Restricted Subsidiaries will not shall thereafter again be subject to Section 4.16. The period the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of time between the Suspension Date and the Reversion Date is referred to as reinstatement being the “Suspension Period.” Additionally, upon Reinstatement Date”). Compliance with the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder Suspended Covenants with respect to Notes. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.05 will be made 4.08 as though such covenant covenants had been in effect since the Issue Date and during the Suspension Periodentire period of time from which the Notes are issued. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issuedIn addition, during any period when the Suspension Period Suspended Covenants are suspended the Issuers will not be classified permitted to have been incurred designate or issued redesignate any of their Subsidiaries pursuant to clause (b) of the second paragraph of Section 4.074.14. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant Back to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.Contents

Suspension of Covenants. From and after the first date on which both During any period of time that (ai) the Notes are rated have Investment Grade by each of Xxxxx’x Investor Service, Inc. Rating from at least one (“Moody’s”1) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) Agency and (bii) there shall not exist a no Default or Event of Default hereunder has occurred and is continuing (the occurrence of the events described set forth in the foregoing clauses (ai) and (bii) being collectively referred to as a “Covenant Suspension Event”), the Company and the its Restricted Subsidiaries will no longer not be subject to Sections 4.053.12, 4.063.13, 4.073.14, 4.083.15, 4.093.16, 4.103.18, 4.12, 4.14 3.19 and clause (d4.1(a)(3) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Reinstatement Date”) one or both of the relevant Rating Agencies withdraw their Agency withdraws its Investment Grade rating Rating or downgrade the downgrades its rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Dateand as a result of such withdrawal or downgrade, the Company and the Restricted Subsidiaries will again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion DateNotes no longer have Investment Grade Rating from at least one (1) Rating Agency, then the Company and its Restricted Subsidiaries will not thereafter again be subject to Section 4.16the Suspended Covenants, unless and until the Notes subsequently attain an Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence (in which case the Suspended Covenants will again be suspended for such time that the Notes maintain Investment Grade Rating from at least one (1) Rating Agency and no Default or Event of Default is in existence); provided, however, that no Default or Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes with respect to the Suspended Covenants based on, and neither the Company nor any of its Restricted Subsidiaries will bear any liability with respect to the Suspended Covenants for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any legal or contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants had remained in effect during such period. The period of time between the Suspension Date and the Reversion Reinstatement Date is referred to as the “Suspension Period.” Additionally, upon ”. Notwithstanding that the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder will be deemed to have occurred as a result of a failure to comply with respect to Notes. Calculations made after the Reversion Date Suspended Covenants during the Suspension Period (or upon termination of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and Suspension Period or after that time based solely on events that occurred during the Suspension Period. For purposes of Section 4.07.) On the Reinstatement Date, all to the extent any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, Incurred during the Suspension Period will would not be classified so permitted to have been incurred or issued be Incurred pursuant to clause (b) of the first or second paragraph of Section 4.07. For purposes of Section 4.103.12, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a2)(a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency3.12.

Suspension of Covenants. From and after the first date on which both (a) Following the first day (the “Suspension Date”) that (i) the Notes are rated have an Investment Grade by each Rating from both of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) Agencies and (bii) there shall not exist a no Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) has occurred and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing under this Indenture, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.06, 4.07, 4.08‎4.08, 4.09, 4.10‎4.11, 4.12‎4.12, 4.14 4.13, ‎4.16(a) and clause (d6.01(a)(iii)(B) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating Rating or downgrade the rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Date, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon Notwithstanding that the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on occurred as a result of a failure to comply with the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective Suspended Covenants during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agencyPeriod.

Suspension of Covenants. From and after the first date on which both (a) Following the first day (the “Suspension Date”) that (i) the Notes are rated have an Investment Grade by each Rating from two of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) Agencies and (bii) there shall not exist a no Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) has occurred and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing under this Indenture, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05‎‎4.08, 4.06‎4.09, 4.07‎‎4.11, 4.08‎‎4.12, 4.09‎4.13, 4.10, 4.12, 4.14 ‎‎4.15 and clause (d‎6.01(a)(iii)(B) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating Rating or downgrade the rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Date, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon Notwithstanding that the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on occurred as a result of a failure to comply with the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective Suspended Covenants during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agencyPeriod.

Suspension of Covenants. From and after the first date on which both During any period of time that (a) the applicable series of Notes are rated has an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) from both Rating Agencies and (b) there shall not exist a no Default or Event of Default hereunder has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant "Suspension Event”Period"), the Company and the its Restricted Subsidiaries will no longer shall not, as to such series of Notes, be subject to the provisions of Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.124.11, 4.14 4.12 and 4.13 and clause (dD) of the first paragraph of Section 5.01 hereof (collectively, the “"Suspended Covenants”"); provided that, during . The Issuers shall promptly notify the Trustee of the commencement of a Suspension Period (as defined below), Period. If the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants with respect to a series of Notes for any period of time as a result of the foregoingprevious sentence and, and on any subsequent date subsequently, (the “Reversion Date”i) one one, or both both, of the Rating Agencies withdraw their Investment Grade rating ratings or downgrade the rating ratings assigned to such series of Notes below the Notes to below an required Investment Grade rating thenRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, following the a "Reversion Date"), then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to such series of Notes. Calculations made after the Reversion Date For purposes of calculating the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since clause (iii) of the Issue Date and during the Suspension Period. For purposes first paragraph of Section 4.07, all Indebtedness incurredcalculations under that clause will be made with reference to the Reference Date, or Disqualified Stock or Preferred Stock issuedas set forth in that clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (7) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07; provided, however, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being negative, and (y) the items specified in subclauses (a) through (c) of clause (iii) of the second paragraph of Section 4.07 that occur during the Suspension Period will increase the amount available to be classified to have been incurred or issued pursuant to made as Restricted Payments under clause (biii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or Event of Default under this Indenture. For purposes of Section 4.10Sections 3.09 and 4.11, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien the unutilized Excess Proceeds will be created for the benefit of Holders pursuant reset to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lienzero.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) Following the first day (the “Suspension Date”) that (1) the Notes are rated have an Investment Grade by each Rating from two of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) Agencies and (b2) there shall not exist a no Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) has occurred and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing under this Indenture, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.12, 4.14 4.13 and clause (d4.15(a) of the first paragraph of Section 5.01 hereof and 5.01(a)(3)(b) (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating Rating or downgrade the rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Date, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon Notwithstanding that the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.to

Suspension of Covenants. From and after the first date on which both (a) Following the first day (the “Suspension Date”) that (1) the Notes are rated have an Investment Grade by each Rating from both of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) Agencies and (b2) there shall not exist a no Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) has occurred and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing under this Indenture, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.12, 4.14 4.13 and clause (d6.01(a)(3)(B) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating Rating or downgrade the rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Date, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon Notwithstanding that the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on occurred as a result of a failure to comply with the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective Suspended Covenants during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agencyPeriod.

Suspension of Covenants. From and after the first date on which both (a) During any period when the Notes are rated have an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) Rating from either Rating Agency and Standard & Poor’s Ratings Group (“S&P” no Default has occurred and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.063.09, 4.07, 4.08, 4.09, 4.104.11, 4.12, 4.14 4.16(a)(i) and clause (d5.01(a)(iv) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided thatprovided, during however, that the Suspension Period (as defined below)provisions set forth in Sections 4.06, 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be so suspended; and provided, further, that if the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating ratings assigned to the Notes to below the Investment Grade Ratings so that the Notes do not have an Investment Grade rating thenRating from either Rating Agency, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject or a Default (other than with respect to the Suspended Covenants Covenants) occurs and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Dateis continuing, the Company and its Restricted Subsidiaries will not shall thereafter again be subject to Section 4.16. The period the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of time between the Suspension Date and the Reversion Date is referred to as reinstatement being the “Suspension Period.” Additionally, upon Reinstatement Date”). Compliance with the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder Suspended Covenants with respect to Notes. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.05 will be made 4.08 as though such covenant covenants had been in effect since the Issue Date and during the Suspension Periodentire period of time from which the Notes are issued. For purposes of Section 4.07However, all Restricted Payments made, Indebtedness incurred, or Disqualified Stock or Preferred Stock issuedincurred and other actions effected during any period in which covenants are suspended will not cause a default under this Indenture on any Reinstatement Date. In addition, during any period when the Suspension Period Suspended Covenants are suspended the Issuers will not be classified permitted to have been incurred designate or issued redesignate any of their Subsidiaries pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien4.14.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both During any period of time that (a) the any Notes are rated have an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) from both Rating Agencies and (b) there shall not exist a no Default or Event of Default hereunder has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension EventPeriod”), the Company and the its Restricted Subsidiaries will no longer shall not be subject to the provisions of Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.124.11, 4.14 4.12 and 4.13 and clause (dD) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during . The Issuers shall promptly notify the Trustee of the commencement of a Suspension Period (as defined below), Period. If the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingprevious sentence and, and on any subsequent date subsequently, (the “Reversion Date”i) one one, or both both, of the Rating Agencies withdraw their Investment Grade rating ratings or downgrade the rating ratings assigned to the Notes to below an the required Investment Grade rating thenRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, following the a “Reversion Date”), then the Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issuedCovenants. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period For purposes of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of calculating the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since clause (iii) of the Issue Date and during the Suspension Period. For purposes first paragraph of Section 4.07, all Indebtedness incurredcalculations under that clause will be made with reference to the Reference Date, or Disqualified Stock or Preferred Stock issuedas set forth in that clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (9) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07; provided, however, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being negative, and (y) the items specified in subclauses (a) through (c) of clause (iii) of the second paragraph of Section 4.07 that occur during the Suspension Period will increase the amount available to be classified to have been incurred or issued pursuant to made as Restricted Payments under clause (biii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or Event of Default under this Indenture. For purposes of Section 4.10Sections 3.09 and 4.11, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien the unutilized Excess Proceeds will be created for the benefit of Holders pursuant reset to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lienzero.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) During any period of time that (1) the Notes are rated have Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “from both Rating Agencies”) Agencies and (b2) there shall not exist a no Default or Event of Default hereunder has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (a1) and (b2) being collectively referred to as a “Covenant Suspension Event”), the Company ” and the Restricted Subsidiaries will no longer be subject date thereof being referred to as the “Suspension Date”) then, Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.124.11, 4.14 4.13, 4.14, 4.15, 4.17 and clause (d5.01(a)(3) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during ) will not be applicable to the Notes. Following any Suspension Period (as defined below)Date and prior to a corresponding Reversion Date, the Company and its Restricted Issuer may not designate any Subsidiaries will be subject as Unrestricted Subsidiaries pursuant to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released4.19. In the event that the Company Issuer and the 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 Rating or downgrade the rating assigned to the Notes to below an Investment Grade rating thenRating, following then the Reversion Date, the Company Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject under this Indenture with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Proceeds shall be reset at to zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) During any period when the Notes are rated have an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) Rating from either Rating Agency and Standard & Poor’s Ratings Group (“S&P” no Default has occurred and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing, the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.063.09, 4.07, 4.08, 4.09, 4.104.11, 4.12, 4.14 4.16(a)(i) and clause (d5.01(a)(iv) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided thatprovided, during however, that the Suspension Period (as defined below)provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be so suspended; and provided, further, that if the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding portion of this sentence and, and on any subsequent date (subsequently, a Rating Agency withdraws its ratings or downgrades the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating ratings assigned to the Notes to below the Investment Grade Ratings so that the Notes do not have an Investment Grade rating thenRating from either Rating Agency, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject or a Default (other than with respect to the Suspended Covenants Covenants) occurs and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Dateis continuing, the Company and its Restricted Subsidiaries will not shall thereafter again be subject to Section 4.16. The period the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of time between the Suspension Date and the Reversion Date is referred to as reinstatement being the “Suspension Period.” Additionally, upon Reinstatement Date”). Compliance with the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder Suspended Covenants with respect to Notes. Calculations Restricted Payments made after the Reversion Reinstatement Date shall be calculated in accordance with the terms of the amount available to be made as Restricted Payments under Section 4.05 will be made 4.08 as though such covenant covenants had been in effect since the Issue Date and during the Suspension Periodentire period of time from which the Notes are issued. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issuedIn addition, during any period when the Suspension Period Suspended Covenants are suspended the Issuers will not be classified permitted to have been incurred designate or issued redesignate any of their Subsidiaries pursuant to clause (b) of the second paragraph of Section 4.074.14. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant -50- Back to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (Contents ARTICLE 5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) the Notes are rated Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will no longer be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14 and clause (d) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating assigned to the Notes to below an Investment Grade rating then, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject to Section 4.16. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder with respect to Notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

Suspension of Covenants. From and after the first date on which both (a) During any period of time following the Issue Date that (i) the Notes are rated have Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “from both Rating Agencies”) , and (bii) there shall not exist a no Default or Event of Default hereunder has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (ai) and (bii) being collectively referred to as a “Covenant Suspension Event”), the Company and the its Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.06, the following provisions of this Indenture: (1) Section 4.07, ; (2) Section 4.08, ; (3) Section 4.09, ; (4) Section 4.10, 4.12, 4.14 ; (5) Section 4.11; (6) Section 4.13; (7) Section 4.17; (8) Section 4.18; (9) Section 4.20; and (10) clause (dii) of the first paragraph of Section 5.01 hereof (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event Event, the amount of Net Cash Proceeds with respect to any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and and, on any subsequent date (the “Reversion Date”) ), one or both of the Rating Agencies withdraw their withdraws its Investment Grade rating Rating or downgrade downgrades the rating assigned to the Notes to below an Investment Grade rating thenRating, following the Reversion Dateor a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, the Company and its Restricted Subsidiaries will not be subject with respect to Section 4.16future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally”. Within 30 days of the Reversion Date, upon any Restricted Subsidiary that would have been required during the occurrence of Suspension Period but for the Suspended Covenants by Section 4.17 to execute a Covenant Suspension Event, supplemental indenture shall execute such supplemental indenture required by such covenant. Notwithstanding that the amount of Excess Proceeds from Net Proceeds shall Suspended Covenants may be reset at zero. In the event of any such reinstatementreinstated, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder will be deemed to have occurred as a result of a failure to comply with respect to Notes. Calculations made after the Reversion Date Suspended Covenants during the Suspension Period (or upon termination of the amount available to be made as Restricted Payments under Section 4.05 will be made as though such covenant had been in effect since the Issue Date and Suspension Period or after that time based solely on events that occurred during the Suspension Period). For purposes of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.64

Suspension of Covenants. From and after the first date on which both (a) During any period of time that the Notes are rated have an Investment Grade by each of Xxxxx’x Investor Service, Inc. (“Moody’s”) Rating from both Rating Agencies and Standard & Poor’s Ratings Group (“S&P” no Default has occurred and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default hereunder (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”)is continuing, the Company Company, the Parent and the Restricted Subsidiaries will no longer shall not be subject to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.124.11, 4.14 4.14(i)(A), 5.01(a)(3) and clause (d5.01(c)(iii) of the first paragraph of Section 5.01 hereof (collectively, the “"Suspended Covenants”"); provided, however, such Sections shall not be suspended if the Investment Grade Rating was obtained directly or indirectly by the Company's merger, consolidation or otherwise with a person that had an Investment Grade Rating from either or both Rating Agencies and the Notes at such time did not have an Investment Grade Rating from both Rating Agencies; and provided thatfurther, during that if the Suspension Period (as defined below)Company, the Company and its Restricted Subsidiaries will be subject to Section 4.16 hereof. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. In the event that the Company Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingthis Section 4.18 and, and on any subsequent date (the “Reversion Date”) one or both subsequently, either of the Rating Agencies withdraw their Investment Grade rating withdraws its ratings or downgrade downgrades the rating ratings assigned to the Notes to below the Investment Grade Ratings so that the Notes do not have an Investment Grade rating thenRating from both Rating Agencies, following or a Default (other than with respect to the Reversion DateSuspended Covenants) occurs and is continuing, the Company Company, the Parent and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion DateCovenants, the Company and its Restricted Subsidiaries will not be subject to Section 4.16the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the "Reinstatement Date"). The period of time between Compliance with the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default hereunder Suspended Covenants with respect to Notes. Calculations Restricted Payments made after the Reversion Reinstatement Date of the amount available to shall be made as Restricted Payments under calculated in accordance with Section 4.05 will be made 4.08 as though such covenant Section 4.08 had been in effect since the Issue Date and during the Suspension Period. For purposes entire period of Section 4.07, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (b) of the second paragraph of Section 4.07. For purposes of Section 4.10, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by Section 4.16 and did not require that a Lien be created for the benefit of Holders pursuant to the requirements of Section 4.16, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of Section 4.06, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (a), (b) or (c) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on time from the Issue Date, so that it is classified as permitted under clause (a) of the second paragraph of Section 4.06. For purposes of Section 4.09 hereof, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (b) of the second paragraph of such covenant. In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.