Common use of Covenant Termination Clause in Contracts

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time (a) the rating assigned to the Notes by both of the Ratings Agencies 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 occurrence of the events described in the foregoing clauses (a), (b) and (c) being collectively referred to as a “Covenant Termination Event”), then, beginning on that day, the Parent and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18 and clause (4) of Section 5.01 of this Indenture and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or date of any Covenant Termination Event and may rely conclusively on the Officers’ Certificate referenced above with respect to the same. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any Covenant Termination Event, but may provide a copy of such Officers’ Certificate to any Holder upon request.

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time (a) the rating assigned to the Notes by both at least two out of the three Ratings Agencies is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in the foregoing clauses (aSection 4.19(a), (b) and (c) being collectively referred to as a “Covenant Termination Event”), then, beginning on that day, the Parent and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18 and clause (4Section 5.01(a)(4) of Section 5.01 of this Indenture and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence Notes or date of independently determine or verify if any Covenant Termination Event has occurred or the date thereof and may rely conclusively on the Officers’ Certificate referenced above with respect to the same. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any Covenant Termination Event, but may provide a copy of such Officers’ Certificate to any Holder upon request.

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time following the Issue Date (a) the rating assigned Notes are rated Baa3 or better by Moody’s or BBB- or better by S&P (or, if either such entity ceases to rate the Notes by both for reasons outside of the Ratings Agencies is an Investment Grade Ratingcontrol of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency), (b) no Default has or Event of Default shall have occurred and is be continuing under this Indenture and (c) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in the foregoing clauses (a)such events, (b) and (c) being collectively referred to as a “Covenant Termination Event”)Sections 3.10, then, beginning on that day, the Parent and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18 4.11 and clause (44.17 and Section 5.01(a)(4) of Section 5.01 of this Indenture will thereafter terminate and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. The Trustee shall not have any obligation no duty to monitor the ratings of the Notes, shall not be deemed to have knowledge of the occurrence or date ratings of any Covenant Termination Event the Notes and may conclusively rely conclusively on the any Officers’ Certificate referenced above provided by the Issuer with respect to the sameratings of the Notes. The Trustee shall not have any obligation no duty to notify the Holders of whether the occurrence or date of any Covenant Termination Event, but may provide a copy of such Officers’ Certificate Issuer and its Restricted Subsidiaries are subject to any Holder upon requestthe covenants described in this Article 4.

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if If at any time (a) the rating assigned to the Notes by both of the Ratings Agencies 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 occurrence of the events described in the foregoing clauses (a), (b) and (c) being collectively referred to as a “Covenant Termination Event”), then, beginning on that day, the Parent 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, 4.134.16, 4.18 clauses (1)(a) and (3) of Section 4.17, and clause (4d) of Section 5.01 of this Indenture Indenture. However, the Company and no Default or Event of Default shall result from any failure its Restricted Subsidiaries will remain subject to comply with any all of the other provisions of such Sectionsthis Indenture. The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or date of any Covenant Termination Event and may rely conclusively on the Officers’ Certificate referenced above with respect to the same. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any Covenant Termination EventEvent or terminated covenants, but may provide a copy of such Officers’ Certificate to any Holder of Notes upon request.

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time following the Issue Date (a) the rating assigned Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Notes by both for reasons outside of the Ratings Agencies is an Investment Grade Ratingcontrol of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency), (b) no Default has or Event of Default shall have occurred and is be continuing under this Indenture and (c) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in the foregoing clauses (a)such events, (b) and (c) being collectively referred to as a “Covenant Termination Event”)Sections 3.09, then, beginning on that day, the Parent and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18 4.11 and clause (44.17 and Section 5.01(a)(4) of Section 5.01 of this Indenture will thereafter terminate and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. The Trustee shall not have any obligation no duty to monitor the ratings of the Notes, shall not be deemed to have knowledge of the occurrence or date ratings of any Covenant Termination Event the Notes and may conclusively rely conclusively on the any Officers’ Certificate referenced above provided by the Issuer with respect to the sameratings of the Notes. The Trustee shall not have any obligation no duty to notify the Holders of whether the occurrence or date of any Covenant Termination Event, but may provide a copy of such Officers’ Certificate Issuer and its Restricted Subsidiaries are subject to any Holder upon requestthe covenants described in this Article 4.

Covenant Termination. Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time (a) If on any date following the Issue Date (i) the rating assigned to the Notes by both at least two of the Ratings Rating Agencies is an Investment Grade Rating, Rating 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 sentence (the occurrence of the events described in the foregoing clauses (a), (b) and (c) being collectively referred to as a “Covenant Termination Event”), then, beginning on that dayIndenture, the Parent Company and its Restricted Subsidiaries will no longer be subject to to, and will be permanently released from their obligations under, the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18 4.16 and clause (4Section 5.01(a)(4) of Section 5.01 of this Indenture and no Default failure by the Company or Event of Default shall result from any failure Restricted Subsidiary to comply with any of the provisions of such Sectionssections shall constitute a Default or Event of Default under this Indenture. (b) After the covenants set forth in Section 4.19(a) have been terminated, the Company’s Board of Directors may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.18. (c) The Company shall promptly deliver an Officer’s Certificate to the Trustee certifying as to the termination of the Sections of this Indenture referred to in Section 4.19(a). The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or date of any Covenant Termination Event such termination and may rely conclusively on the Officers’ Certificate referenced above with respect to the samesuch Officer’s Certificate. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any Covenant Termination Eventsuch termination, but may provide a copy of such Officers’ Officer’s Certificate to any Holder upon request.