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200806452 (i) Copies of the said amendments to this Agreement and the Indenture as executed; (ii) A resolution or ordinance of the Issuer (A) stating that the Issuer is not in default under any of the provisions of the Indenture and that the Issuer and the Company are not, to the knowledge of the Issuer, in default under any of the provisions of this Agreement, (B) giving an adequate legal description for that portion of the Project Site to be released, (C) stating the purpose for which the release is desired, (D) requesting such release and (E) approving such amendments to this Agreement; and (iii) Evidence of the authority of the officers of the Company who execute such amendments to this Agreement. Section 8.10. Suspension of Covenants When the Bonds Rated Investment Grade. If on any date following the Issue Date: (a) the rating assigned to the Bonds by S&P, Moody's or Fitch is an Investment Grade Rating after giving effect to the suspension of covenants contemplated by this Section 8.10 upon the achievement of such Investment Grade Rating, and (b) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed in Sections 8.02(d), 8.12, 8.17 and 8.22 hereof will be suspended with respect to the Bonds: Notwithstanding the foregoing, if the ratings assigned by both such rating agencies with respect to the Bonds should subsequently decline to below an Investment Grade Rating, the provisions of Sections 8.02(d), 8.12, 8.17 and 8.22 hereof will be reinstituted as of and from the date of such rating decline. Section 8.11. Request for Ratings. Upon the written request of the holders of a majority of the Bonds, the Company will prepare at its expense an application to one or more (in the Company's sole discretion) of Moody's, S&P and Fitch to seek an Investment Grade Rating and will use commercially reasonable efforts to obtain such rating; provided, however, that the Company shall not be required to make such application more than once every year. Section 8.12. Incurrence of Indebtedness and Issuance of Stock. The Company will not directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock to any Person other than the Company; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended eight full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 1.5 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional 4834-8191-0786.7 45