Common use of Certain Suspended Covenants Clause in Contracts

Certain Suspended Covenants. During any period of time that (a) the Notes have Investment Grade Status, and (b) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notes, the Company and its Restricted Subsidiaries will not be subject to the provisions of this Indenture described under Sections 4.11, 4.12, and 4.15 (collectively, the “Suspended Covenants”); provided that with respect to those covenants that will remain in effect (the “Effective Covenants”), references in such Effective Covenants to clauses in the Suspended Covenants will be deemed to continue to exist for purposes of interpretation of the Effective Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, at least one of the two designated Rating Agencies withdraws its rating or assigns the Notes a rating below the required Investment Grade Ratings, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for the benefit of the Notes. Calculations under the reinstated Section 4.15 covenant will be made as if such covenant had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notice of the commencement or termination of any period of time during which the Company and its Restricted Subsidiaries are subject to the Suspended Covenants shall be promptly given to the Trustee.

Certain Suspended Covenants. During any period of time that (a) the Notes have Investment Grade Status, and (b) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notes, the Company and its Restricted Subsidiaries will not be subject to the provisions of this Indenture described under Sections 4.10, 4.11, 4.12, and 4.15 (collectively, the “Suspended Covenants”); provided that with respect to those covenants that will remain in effect (the “Effective Covenants”), references in such Effective Covenants to clauses in the Suspended Covenants will be deemed to continue to exist for purposes of interpretation of the Effective Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, at least one of the two designated Rating Agencies withdraws its rating or assigns the Notes a rating below the required Investment Grade Ratings, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for the benefit of the Notes. Calculations under the reinstated Section 4.15 covenant will be made as if such covenant had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notice of the commencement or termination of any period of time during which the Company and its Restricted Subsidiaries are subject to the Suspended Covenants shall be promptly given to the Trustee.

Certain Suspended Covenants. (a) During any period of time that (ai) the Notes have an Investment Grade Status, Rating and (bii) no Default or Event of Default has occurred and is continuing under this Indenture with respect to the Notescontinuing, neither the Company and its nor any of the Restricted Subsidiaries will not shall be subject to the provisions of this Indenture described under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, and 4.15 or 5.01(a)(iv) hereof (collectively, the “Suspended Covenants”); provided . (b) During any period that with respect to those the foregoing covenants have been suspended, the Company’s board of directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Notwithstanding that will remain in effect (the “Effective Covenants”), references in such Effective Covenants to clauses in the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to continue to exist for purposes of interpretation of the Effective Covenants. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time have occurred as a result of a failure to comply with the preceding sentence andSuspended Covenants during the Suspension Period. (c) Notwithstanding the foregoing, subsequently, at least if one of the two designated Rating Agencies withdraws its rating or assigns ratings assigned by the Notes a rating ratings agencies should subsequently decline to below the required an Investment Grade RatingsRating, then the Company foregoing covenants will be reinstituted as of and its Restricted Subsidiaries will thereafter again from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Indebtedness) and Disqualified Stock or Preferred Stock issued during the Suspension Period shall be subject deemed to the Suspended Covenants for the benefit of the Noteshave been incurred or issued in reliance on Section 4.09(b)(iii) hereof. Calculations under the reinstated Section 4.15 4.07 covenant will be made as if such covenant had been in effect since prior to, but not during, the date period that such covenant was suspended as set forth above; provided, for the sake of this Indenture except clarity, that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspendedsuspended and no Subsidiaries may be designated as an Unrestricted Subsidiary during the Suspension Period. Notice For purposes of determining compliance with the covenant described in Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with such covenant will be deemed to be reset to zero after the Reversion Date. (d) The Company and the Restricted Subsidiaries shall be permitted, without causing a Default or Event of Default, to honor any contractual commitments to take actions following a Reversion Date; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. (e) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of any Suspension Period or the Reversion Date. The Trustee shall have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company and the Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the holders of the commencement of the Suspension Period or termination of any period of time during which the Company and its Restricted Subsidiaries are subject to the Suspended Covenants shall be promptly given to the TrusteeReversion Date.