Common use of CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS Clause in Contracts

CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS. The covenants set forth in Section 4.01 through Section 4.19, inclusive, of this Senior Subordinated Note Indenture shall be applicable to the Company (and/or its Restricted Subsidiaries, as appropriate) except that during any period of time that (i) the ratings assigned to the Senior Subordinated Notes by both Standard & Poor's Ratings Group ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S" and, together with S&P, the "RATING AGENCIES") are equal to or higher than BBB-- and Baa3, or the equivalents thereof, respectively (the "INVESTMENT GRADE RATINGS"), except subsequent to a Change of Control of the Company, and (ii) no Default or Event of Default shall have occurred and be continuing, the Company and its Subsidiaries will not be subject to the provisions of this Senior Subordinated Note Indenture described in Sections 4.07 through 4.11, inclusive, and Section 4.18, (collectively, the "SUSPENDED COVENANTS"). In the event that the Company is not subject to the Suspended Covenants for any period of time as a result of the preceding sentence (a "SUSPENSION PERIOD") and, subsequently, one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Senior Subordinated Notes below the required Investment Grade Ratings, then, from and after the date of such withdrawal or downgrade, the Company and its Subsidiaries will again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 as if such covenant had been in effect during the entire period of time from the date of this Senior Subordinated Note Indenture. Notwithstanding any other provision of this Senior Subordinated Note Indenture, the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances that were incurred or otherwise came into being during a Suspension Period shall not constitute a breach of any covenant set forth in this Senior Subordinated Note Indenture or a Default or Event of Default hereunder.

CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS. The covenants set forth in Section 4.01 through Section 4.194.18, inclusive, of this Senior Subordinated Note Indenture shall be applicable to the Company (and/or its Restricted Subsidiaries, as appropriate) except that during any period of time that (i) the ratings assigned to the Senior Subordinated Notes by both Standard & Poor's Ratings Group ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'SMoody's" and, together with S&P, the "RATING AGENCIESRating Agencies") are equal to or higher than BBB-- and Baa3, or the equivalents thereof, respectively (the "INVESTMENT GRADE RATINGSInvestment Grade Ratings"), except subsequent to a Change of Control of the Company, and (ii) no Default or Event of Default shall have occurred and be continuing, the Company and its Subsidiaries will not be subject to the provisions of this Senior Subordinated Note Indenture described in Sections 4.07 through 4.11, inclusive, and Section 4.18, (collectively, the "SUSPENDED COVENANTSSuspended Covenants"). In the event that the Company is not subject to the Suspended Covenants for any period of time as a result of the preceding sentence (a "SUSPENSION PERIODSuspension Period") and, subsequently, one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Senior Subordinated Notes below the required Investment Grade Ratings, then, from and after the date of such withdrawal or downgrade, the Company and its Subsidiaries will again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 as if such covenant had been in effect during the entire period of time from the date of this Senior Subordinated Note Indenture. Notwithstanding any other provision of this Senior Subordinated Note Indenture, the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances that were incurred or otherwise came into being during a Suspension Period shall not constitute a breach of any covenant set forth in this Senior Subordinated Note Indenture or a Default or Event of Default hereunder.

CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS. The covenants set forth in Section 4.01 through Section 4.19, inclusive, of this Senior Subordinated Note Indenture shall be applicable to the Company (and/or its Restricted Subsidiaries, as appropriate) except that during any period of time that (i) the ratings assigned to the Senior Subordinated Notes by both Standard & Poor's Ratings Group ("S&P") and Xxxxx'x Moody's Investors Service, Inc. ("MOODY'S" and, together with S&P, the xxx "RATING AGENCIES") are equal to or higher than BBB-- and Baa3, or the equivalents thereof, respectively (the "INVESTMENT GRADE RATINGS"), except subsequent to a Change of Control of the Company, and (ii) no Default or Event of Default shall have occurred and be continuing, the Company and its Subsidiaries will not be subject to the provisions of this Senior Subordinated Note Indenture described in Sections 4.07 through 4.11, inclusive, and Section 4.18, (collectively, the "SUSPENDED COVENANTS"). In the event that the Company is not subject to the Suspended Covenants for any period of time as a result of the preceding sentence (a "SUSPENSION PERIOD") and, subsequently, one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Senior Subordinated Notes below the required Investment Grade Ratings, then, from and after the date of such withdrawal or downgrade, the Company and its Subsidiaries will again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 as if such covenant had been in effect during the entire period of time from the date of this Senior Subordinated Note Indenture. Notwithstanding any other provision of this Senior Subordinated Note Indenture, the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances that were incurred or otherwise came into being during a Suspension Period shall not constitute a breach of any covenant set forth in this Senior Subordinated Note Indenture or a Default or Event of Default hereunder.

CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS. The covenants set forth in Section 4.01 through Section 4.194.18, inclusive, of this Senior Subordinated Note Indenture shall be applicable to the Company (and/or its Restricted Subsidiaries, as appropriate) except that during any period of time that (i) the ratings assigned to the Senior Subordinated Notes by both Standard & Poor's Ratings Group ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S" and, together with S&P, the "RATING AGENCIES") are equal to or higher than BBB-- and Baa3, or the equivalents thereof, respectively (the "INVESTMENT GRADE RATINGS"), except subsequent to a Change of Control of the Company, and (ii) no Default or Event of Default shall have occurred and be continuing, the Company and its Subsidiaries will not be subject to the provisions of this Senior Subordinated Note Indenture described in Sections 4.07 through 4.11, inclusive, and Section 4.18, (collectively, the "SUSPENDED COVENANTS"). In the event that the Company is not subject to the Suspended Covenants for any period of time as a result of the preceding sentence (a "SUSPENSION PERIOD") and, subsequently, one or both Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Senior Subordinated Notes below the required Investment Grade Ratings, then, from and after the date of such withdrawal or downgrade, the Company and its Subsidiaries will again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 as if such covenant had been in effect during the entire period of time from the date of this Senior Subordinated Note Indenture. Notwithstanding any other provision of this Senior Subordinated Note Indenture, the continued existence, after the date of such withdrawal or downgrade, of facts and circumstances that were incurred or otherwise came into being during a Suspension Period shall not constitute a breach of any covenant set forth in this Senior Subordinated Note Indenture or a Default or Event of Default hereunder.