Common use of Changes in Covenants When Notes Rated Investment Grade Clause in Contracts

Changes in Covenants When Notes Rated Investment Grade. If on any date following the date of this Indenture: (i) the Notes are rated Baa3 or better by Xxxxx'x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Company as a replacement agency) and (ii) 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 provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, clauses (iii)(A) and (B) of the third paragraph of Section 4.13 hereof and clauses (iv)(A) and (B) of the first paragraph of Section 5.01 hereof will be suspended. In addition, following the achievement of such investment grade ratings, (i) the Subsidiary Guarantees of the Company's Restricted Subsidiaries will be released at the time of the release of Guarantees under all outstanding Credit Facilities; provided that in the event that any such Restricted Subsidiary thereafter Guarantees any Indebtedness of the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), or if at any time certain covenants are reinstituted as provided in the following paragraph, then such Restricted Subsidiary will Guarantee the Notes on the terms and conditions set forth in this Indenture and (ii) as described in Section 4.13 hereof, no Restricted Subsidiary thereafter acquired or created will be required to execute a Subsidiary Guarantee unless such Subsidiary Guarantees Indebtedness of the Company under a Credit Facility. Notwithstanding the foregoing, if the rating assigned to the Notes by any such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be reinstituted as of and from the date of such rating decline. For purposes of determining whether a Restricted Payment exceeds the allowable amount under the calculation described in subparagraphs (i) through (iv) of Section 4.07(c) hereof, the covenant contained in Section 4.07 hereof will be interpreted as if it had been in effect since the date of this Indenture. However, no default will be deemed to have occurred as a result of the provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, clauses (iii)(A) and (B) of the third paragraph of Section 4.13 hereof and clauses (iv)(A) and (B) of the first paragraph of Section 5.01 hereof while those provisions and covenants were suspended.

Changes in Covenants When Notes Rated Investment Grade. If on at any date following time after the date of this Indenture: Closing Date (i) the Notes are rated Baa3 or better Investment Grade by Xxxxx'x each of S&P and BBB- or better by S&P Xxxxx’x (or, if either such entity ceases to rate (or both) of S&P and Xxxxx’x have been substituted in accordance with the Notes for reasons outside definition of “Rating Agencies,” by each of the control of the Company, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Company as a replacement agencythen applicable Rating Agencies) and (ii) no Default has occurred and is continuing, then the Company shall provide written notice to such effect to the Trustee and, beginning on that day, the covenants contained in Sections 4.09, 4.10, 4.12, 4.13 and 4.16 hereof, and clause (iv) of Section 5.01 shall terminate (provided that failure to provide such notice shall not result in a Default or Event of Default shall have occurred or the Company having to comply with such provisions). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. In the event that the Company and be continuing, then, beginning on that day and its Restricted Subsidiaries are not subject to the provisions Suspended Covenants for any period of time as a result of the following paragraphforegoing, and on any subsequent date (the provisions and covenants contained “Reversion Date”) the condition set forth in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, clauses clause (iii)(A) and (Bi) of the third first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued during a Suspension Period will be classified as having been incurred or issued pursuant to the first paragraph of Section 4.13 hereof 4.09 or one of the clauses set forth in the second paragraph of Section 4.09 (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and clauses after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to the first or second paragraph of Section 4.09, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Closing Date, so that it is classified as permitted under clause (iv)(Aiii) and of the second paragraph under Section 4.09. For purposes of calculating the amount available to be made as Restricted Payments under clause (Bc) of the first paragraph of Section 5.01 hereof 4.10, calculations under such covenant shall be made as though such covenant had been in effect during the Suspension Period. Restricted Payments made during the Suspension Period not otherwise permitted under the second paragraph of Section 4.10 will reduce the amount available to be suspended. In addition, following made as Restricted Payments under clause (c) of the achievement first paragraph of such investment grade ratings, (i) the Subsidiary Guarantees of the Company's Restricted Subsidiaries will be released at the time of the release of Guarantees under all outstanding Credit Facilities; provided that in the event that any such Restricted Subsidiary thereafter Guarantees any Indebtedness of the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), or if at any time certain covenants are reinstituted as provided in the following paragraph, then such Restricted Subsidiary will Guarantee the Notes on the terms and conditions set forth in this Indenture and (ii) as described in Section 4.13 hereof, no Restricted Subsidiary thereafter acquired or created will be required to execute a Subsidiary Guarantee unless such Subsidiary Guarantees Indebtedness of the Company under a Credit Facility. Notwithstanding the foregoing, if the rating assigned to the Notes by any such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be reinstituted as of and from the date of such rating declinecovenant. For purposes of determining whether a Restricted Payment exceeds Section 4.16, on the allowable amount under the calculation described in subparagraphs (i) through (iv) of Section 4.07(c) hereofReversion Date, the covenant contained in Section 4.07 hereof amount of Excess Proceeds will be interpreted as if it had been reset to the amount of Excess Proceeds in effect since as of the date first day of this Indenturethe Suspension Period ending on such Reversion Date. HoweverNotwithstanding that the Suspended Covenants may be reinstated, no default will Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, clauses Suspended Covenants during a Suspension Period (iii)(A) and (B) or on the Reversion Date after a Suspension Period based solely on events that occurred during the Suspension Period). The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of the third paragraph of any such occurrence under this Section 4.13 hereof and clauses (iv)(A) and (B) of the first paragraph of Section 5.01 hereof while those provisions and covenants were suspended4.19.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the date of this IndentureIssue Date: (i) the Notes are rated Baa3 or better by Xxxxx'x Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other "“nationally recognized statistical rating organization" ” within the meaning of Rule 15c3-1(c)(2)(vi)(FSection 3(a)(62) under of the Exchange Act selected by the Company as a replacement agency) ); and (ii) 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 provisions and covenants contained specifically listed in Sections 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.13, 4.18, and 4.17 hereof, clauses clause (iii)(Aiv) and (B) of the third paragraph of Section 4.13 hereof and clauses (iv)(A) and (B) of the first paragraph of Section 5.01 hereof of this Indenture will be suspended. In additionDuring any period that the foregoing provisions of this Indenture have been suspended, following the achievement Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the terms of this Indenture. The Company shall provide an Officers’ Certificate to the Trustee indicating the occurrence of any covenant suspension or reinstatement date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any covenant suspension or reinstatement date. The Trustee may provide a copy of such investment grade ratings, (i) the Subsidiary Guarantees Officers’ Certificate to any Holder of the Company's Restricted Subsidiaries will be released at the time of the release of Guarantees under all outstanding Credit Facilities; provided that in the event that any such Restricted Subsidiary thereafter Guarantees any Indebtedness of the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), or if at any time certain covenants are reinstituted as provided in the following paragraph, then such Restricted Subsidiary will Guarantee the Notes on the terms and conditions set forth in this Indenture and (ii) as described in Section 4.13 hereof, no Restricted Subsidiary thereafter acquired or created will be required to execute a Subsidiary Guarantee unless such Subsidiary Guarantees Indebtedness of the Company under a Credit Facilityupon request. Notwithstanding the foregoing, if on any subsequent date (the rating assigned to “Reinstatement Date”), the Notes by any such rating agency should subsequently decline cease to below maintain ratings of at least Baa3 or BBB-and BBB- from Xxxxx’x and S&P, respectively, the foregoing covenants shall will be reinstituted reinstated as of and from the date of such rating decline. For purposes , it being understood, however, that no actions taken by (or omissions of) the Company or any Restricted Subsidiary during the suspension period shall constitute a Default or Event of determining whether a Restricted Payment exceeds the allowable amount Default under the calculation described in subparagraphs (i) through (iv) of Section 4.07(c) hereof, foregoing covenants. Calculations under the covenant contained in reinstated Section 4.07 hereof will be interpreted made as if it such Section 4.07 had been in effect since the date Issue Date except that no Default or Event of this Indenture. However, no default Default will be deemed to have occurred as solely by reason of a result of the provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, clauses (iii)(A) and (B) of the third paragraph of Section 4.13 hereof and clauses (iv)(A) and (B) of the first paragraph of Section 5.01 hereof Restricted Payment made while those provisions and covenants were that covenant was suspended.