Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. If at any time (a) the rating assigned to the Notes by both S&P and Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 as though such covenants had been in effect during the entire period of time from which the Notes are issued.

Covenant Suspension. If at During any period of time that (ai) the rating assigned to the Notes by both S&P and Xxxxx’x is an Bonds are rated Investment Grade Rating, and (bii) no Default or Event of Default under the Senior Notes Indenture has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentencecontinuing, the Company Borrower and its Restricted Subsidiaries will no longer be subject to the following provisions of Sections 3.09the Senior Notes Indenture (described below): • “Restricted Payments” • “Dividend and Other Payment Restrictions Affecting Subsidiaries” • “Incurrence of Indebtedness and Issuance of Preferred Stock” • “Asset Sales” • “Liens” and • Clause (4) under “Limitations on Mergers, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) Consolidations and (3) Sales of Section 4.18, and clause (d) of Section 5.01 of this Indenture Assets” (collectively, the “Suspended Affected Covenants”); provided, however, . In the event that the Company Borrower and its Restricted Subsidiaries will remain are not subject to all the Affected Covenants for any period of time as a result of the other provisions of this Indenture. After the foregoing covenants have been suspendedpreceding sentence and, subsequently, the Company may Bonds are not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to rated Investment Grade, then the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, the Company Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions Affected Covenants and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants compliance with respect to Restricted Payments made after the Reinstatement Date time of a rating withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 provisions described below under “Restricted Payments” as though if such covenants covenant had been in effect during since the entire period date of time from which execution of the Notes are issuedSupplemental Indenture.

Covenant Suspension. If at During any period of time that: ------------------- (a) the rating assigned to the Notes by both S&P and Xxxxx’x is an Securities have Investment Grade Rating, Ratings from both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentenceIndenture, the Company and its the Restricted Subsidiaries will no longer not be subject to the provisions following Sections of Sections 3.09this Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, 4.09, 4.10, 4.11, 4.17, clauses clause (1)(ax) of the third paragraph (and (3as referred to in the first paragraph) of Section 4.184.10, and clause (de) of Section 5.01 of this Indenture (collectively, the “"Suspended Covenants”"); provided, however, . In the event that the Company and its the Restricted Subsidiaries will remain are not subject to all the Suspended Covenants for any period of time as a result of the other provisions preceding sentence and, subsequently, one or both of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes Securities below the required Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P or a Default or Event of Default occurs and Xxxxx’xis continuing, then the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants for all periods after that withdrawal, subject to the termsdowngrade, conditions and obligations set forth herein (each such date Default or Event of reinstatement being the “Reinstatement Date”)Default and, and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance furthermore, compliance with the Suspended Covenants provisions of Section 4.05 with respect to Restricted Payments made after the Reinstatement Date time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 that covenant as though such covenants that covenant had been in effect during the entire period of time from which January 18, 2001, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the Notes are issuedtime that the Company and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time).

Covenant Suspension. If at During any period of time -------------------- that: (a) the rating assigned to the Notes by both S&P and Xxxxx’x is an Securities have Investment Grade Rating, Ratings from both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentenceIndenture, the Company and its the Restricted Subsidiaries will no longer not be subject to the provisions following Sections of Sections 3.09the Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, 4.09, 4.10, 4.11, 4.17, clauses clause (1)(ax) of the third paragraph (and (3as referred to in the first paragraph) of Section 4.184.10, and clause (de) of Section 5.01 the first paragraph of this Indenture Article 5. (collectively, the “"Suspended Covenants”"); provided, however, . In the event that the Company and its the Restricted Subsidiaries will remain are not subject to all the Suspended Covenants for any period of time as a result of the other provisions preceding sentence and, subsequently, one or both of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s Rating Agencies withdraws its ratings rating or downgrades the ratings rating assigned to the Notes Securities below the required Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P or a Default or Event of Default occurs and Xxxxx’xis continuing, then the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants for all periods after that withdrawal, subject to the termsdowngrade, conditions and obligations set forth herein (each such date Default or Event of reinstatement being the “Reinstatement Date”)Default and, and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance furthermore, compliance with the Suspended Covenants provisions of Section 4.05 with respect to Restricted Payments made after the Reinstatement Date time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 that covenant as though such covenants that covenant had been in effect during the entire period of time from which the Notes are issuedIssue Date, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time that the Company and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time).

Covenant Suspension. If at During any period of time that: (a) the rating assigned to the Notes by both S&P and Xxxxx’x is an Loans have Investment Grade RatingRatings from both Rating Agencies, and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentenceAgreement, the Company Borrower and its the Restricted Subsidiaries will no longer not be subject to the provisions following Sections of this Agreement: Sections 3.097.01, 4.077.02, 4.087.04, 4.097.05, 4.10, 4.11, 4.17, clauses clause (1)(ax) of the third paragraph (and (3as referred to in the first paragraph) of Section 4.187.07, and clause (de) of Section 5.01 of this Indenture 7.09 (collectively, the “Suspended Covenants”); provided, however, . In the event that the Company Borrower and its the Restricted Subsidiaries will remain are not subject to all the Suspended Covenants for any period of time as a result of the other provisions preceding sentence and, subsequently, one or both of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes Loans below the required Investment Grade Rating so that or a Default or Event of Default occurs and is continuing, then the Notes do not have an Investment Grade Rating from both S&P Borrower and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants for all periods after that withdrawal, subject to the termsdowngrade, conditions and obligations set forth herein (each such date Default or Event of reinstatement being the “Reinstatement Date”)Default and, and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance furthermore, compliance with the Suspended Covenants provisions of Section 7.02 with respect to Restricted Payments made after the Reinstatement Date time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 that covenant as though such covenants that covenant had been in effect during the entire period of time from which the Notes are issuedMeasurement Date, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time that the Borrower and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time).

Covenant Suspension. If at any time (a) During any period of time that the Notes have Investment Grade Ratings from the Required Rating Agencies, the Company, and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: - Section 4.08, - Section 4.09, - Section 4.10, - Section 4.12, - Section 4.13, - Section 4.14, - Section 4.15(b)(x), - Section 4.17, and - Section 5.01(b)(4) and (c) -82- (collectively, the "Suspended Covenants"). (b) In the event that the Company, the Guarantors and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of clause (a) of this Section 4.19 and, subsequently, a Required Rating Agency withdraws its rating or downgrades the rating assigned to the Notes by both S&P and Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not no longer have an Investment Grade Ratings from the Required Rating from both S&P Agencies or a Default or Event of Default occurs and Xxxxx’xis continuing, then the Company, the Company Guarantors and its the Restricted Subsidiaries will shall from such time and thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 4.10 as though such covenants Section 4.10 had been in effect during the entire period of time from which the Notes are issuedIssue Date, it being understood that no actions taken by the Company, the Guarantors or any of their Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants.

Covenant Suspension. If at During any period of time ------------------- that: (a) the rating assigned to the Notes by both S&P and Xxxxx’x is an Securities have Investment Grade Rating, Ratings from both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentenceIndenture, the Company and its the Restricted Subsidiaries will no longer not be subject to the provisions following Sections of Sections 3.09the Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, 4.09, 4.10, 4.11, 4.17, clauses clause (1)(ax) of the third paragraph (and (3as referred to in the first paragraph) of Section 4.184.10, and clause (de) of Section 5.01 the first paragraph of this Indenture Article 5. (collectively, the “"Suspended Covenants”"); provided, however, . In the event that the Company and its the Restricted Subsidiaries will remain are not subject to all the Suspended Covenants for any period of time as a result of the other provisions preceding sentence and, subsequently, one or both of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s Rating Agencies withdraws its ratings rating or downgrades the ratings rating assigned to the Notes Securities below the required Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P or a Default or Event of Default occurs and Xxxxx’xis continuing, then the Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended CovenantsCovenants for all periods after that withdrawal, subject to the termsdowngrade, conditions and obligations set forth herein (each such date Default or Event of reinstatement being the “Reinstatement Date”)Default and, and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance furthermore, compliance with the Suspended Covenants provisions of Section 4.05 with respect to Restricted Payments made after the Reinstatement Date time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 that covenant as though such covenants that covenant had been in effect during the entire period of time from which the Notes are issuedIssue Date, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time that the Company and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time).

Covenant Suspension. If at any time (a) During any period of time that the Notes have Investment Grade Ratings from the Required Rating Agencies, the Company, and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture: - Section 4.08, - Section 4.09, - Section 4.10, - Section 4.12, - Section 4.13, - Section 4.14, - Section 4.15(b)(x), - Section 4.17, and - Section 5.01(b)(4) and (c) (collectively, the "Suspended Covenants"). (b) In the event that the Company, the Guarantors and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of clause (a) of this Section 4.19 and, subsequently, a Required Rating Agency withdraws its rating or downgrades the rating assigned to the Notes by both S&P and Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not no longer have an Investment Grade Ratings from the Required Rating from both S&P Agencies or a Default or Event of Default occurs and Xxxxx’xis continuing, then the Company, the Company Guarantors and its the Restricted Subsidiaries will shall from such time and thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 4.10 as though such covenants Section 4.10 had been in effect during the entire period of time from which the Notes are issuedIssue Date, it being understood that no actions taken by the Company, the Guarantors or any of their Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants.

Covenant Suspension. If at During any period (the "Suspension Period") that the 7 5/8% Notes have a rating equal to or higher than BBB- by S&P and Baa3 by Moody's ("Investment Grade Ratings") and no Default has xxxxxxed and is continuing, we and our Restricted Subsidiaries will not be subject to the following covenants set forth in Sections 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 4.18, and clauses (d) and (e) of Section 10.01 (collectively, the "Suspended Covenants"). In the event that we and our Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time (a) as a result of the preceding sentence, and subsequently one or both of S&P and Moody's downgrades the rating assigned to the Notes by both S&P below BBB-, in the case of S&P, and Xxxxx’x is an Investment Grade Ratingbelow Baa3, (b) no Default has occurred in the case of Moody's, then we and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, the Company and its our Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter txxxxxxxer again be subject to the Suspended Covenants, Covenants (subject to subsequent suspension if the termsNotes again receive Investment Grade Ratings). Notwithstanding that the Suspended Covenants may be reinstated, conditions and obligations set forth herein (each such date no Default or Event of reinstatement being the “Reinstatement Date”), and the Company shall give written notice Default will be deemed to the Trustee have occurred as a result of any such withdrawal or downgrade. Compliance a failure to comply with the Suspended Covenants with during any Suspension Period. With respect to Restricted Payments proposed to be made after the Reinstatement Date time of such a downgrade, the permissibility of proposed Restricted Payments will be calculated in accordance with the terms of Section 4.07 4.12 as though such covenants covenant had been in effect during since the entire period of time from which the Notes are issuedIssue Date.

Covenant Suspension. If at any time (a) the rating assigned to If during any period of time that (i) the Notes by both S&P and Xxxxx’x is an have Investment Grade Rating, Ratings from both Rating Agencies and (bii) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentenceIndenture, the Company Issuer and its Restricted Subsidiaries will no longer not be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of Section 5.01 of this Indenture following covenants (collectively, the “Suspended Covenants”)): (i) Section 4.07 hereof; (ii) Section 4.08 hereof; (iii) Section 4.09 hereof; (iv) Section 4.10 hereof; (v) Section 4.11 hereof; (vi) Section 4.17 hereof; providedand (vii) Section 5.01(a)(iv) hereof. (b) Notwithstanding the foregoing, howeverif the rating assigned by either such Rating Agency should subsequently decline below Investment Grade Ratings, the foregoing covenants will be reinstituted as of and from the date of such rating decline and any actions taken, or omitted to be taken, before such rating decline that would have been prohibited had the Company foregoing covenants been in effect shall not form the basis for a Default or an Event of Default. Calculations under Section 4.07 will be made as if Section 4.07 had been in effect since the Issue Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. All Indebtedness incurred by the Issuer and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants while Section 4.09 was suspended that would not have been suspended, permitted to be incurred under the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again covenant had such covenant been applicable shall be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein deemed Existing Indebtedness. (each such date of reinstatement being the “Reinstatement Date”), and the Company c) The Issuer shall give written notice deliver promptly to the Trustee an Officer’s Certificate notifying it of any such withdrawal or downgrade. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of occurrence under Section 4.07 as though such covenants had been in effect during the entire period of time from which the Notes are issued4.19(a) and (b).

Covenant Suspension. If at During any period of time that (ai) the rating assigned to the Notes by both S&P and Xxxxx’x is an Bonds are rated Investment Grade Rating, and (bii) no Default or Event of Default under the Senior Notes Indenture has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentencecontinuing, the Company Borrower and its Restricted Subsidiaries will no longer be subject to the following provisions of Sections 3.09the Senior Notes Indenture (described below): “Restricted Payments” “Dividend and Other Payment Restrictions Affecting Subsidiaries” “Incurrence of Indebtedness and Issuance of Preferred Stock” “Asset Sales” “Liens” and Clause (4) under “Limitations on Mergers, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, clauses (1)(a) Consolidations and (3) Sales of Section 4.18, and clause (d) of Section 5.01 of this Indenture Assets” (collectively, the “Suspended Affected Covenants”); provided, however, . In the event that the Company Borrower and its Restricted Subsidiaries will remain are not subject to all the Affected Covenants for any period of time as a result of the other provisions of this Indenture. After the foregoing covenants have been suspendedpreceding sentence and, subsequently, the Company may Bonds are not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to rated Investment Grade, then the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from both S&P and Xxxxx’x, the Company Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions Affected Covenants and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants compliance with respect to Restricted Payments made after the Reinstatement Date time of a rating withdrawal or downgrade will be calculated in accordance with the terms of Section 4.07 provisions described below under “Restricted Payments” as though if such covenants covenant had been in effect during since the entire period date of time from which execution of the Notes are issuedSupplemental Indenture.