Common use of Covenant Termination Clause in Contracts

Covenant Termination. (a) Notwithstanding anything to the contrary herein, at the time that less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date of this Indenture remain outstanding, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in this Section 3.02, be released from each of their obligations under the Collateral Documents and the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant Termination”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. (b) In order to exercise Covenant Termination under clause (a) above: (i) the Company shall have delivered an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date of this Indenture remains outstanding and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achieved.

Covenant Termination. (a) Notwithstanding anything From and after the occurrence of an Investment Grade Rating Event, the Parent Guarantor and its Restricted Subsidiaries will no longer be subject to the contrary herein, at the time that less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date provisions of this Indenture remain outstandingdescribed above in Sections 3.2, 3.3, 3.4, 3.5, 3.8 and Section 4.1(a)(3) hereof (collectively, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in this Section 3.02, be released from each of their obligations under the Collateral Documents and the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant TerminationEliminated Covenants”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. (b) In order After the Eliminated Covenants have been terminated, the Parent Guarantor may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to exercise Covenant Termination the second sentence of the definition of “Unrestricted Subsidiary.” After the Eliminated Covenants have been terminated, the Parent Guarantor and its Restricted Subsidiaries shall be entitled to incur Liens permitted under clause Section 3.6 (aincluding, without limitation, Permitted Liens). To the extent Section 3.6 and any Permitted Liens refer to one or more Eliminated Covenants, such Section 3.6 or definition shall be interpreted as though such applicable Eliminated Covenant(s) above:continued to be applicable following such termination (but solely for purposes of Section 3.6 and the “Permitted Liens” definition and for no other section of this Indenture). (c) On the date of the occurrence of an Investment Grade Rating Event, the Issuer shall deliver an Officers’ Certificate to the Trustee, specifying (i) the Company shall have delivered an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) a termination of the original principal amount of the Notes issued on the date of foregoing covenants under this Indenture remains outstanding Section 3.18 has occurred and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders date of the Notes, in their capacity as holders commencement of any termination of the Notes, will foregoing covenants under this Section 3.18. The Trustee shall not recognize income, gain have any duty to monitor the ratings of the Notes or loss for U.S. federal income tax purposes as a result whether or not an Investment Grade Rating Event or the termination of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions covenants has occurred, nor any duty to notify the Noteholders of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achievedforegoing.

Covenant Termination. (a) Notwithstanding anything to Following the contrary hereinfirst date after the Issue Date that (x) either (i) the New Second Lien Secured Notes have met the Ratings Threshold, at (ii) for the time that less than twenty-five percent (25%) of last two consecutive four full fiscal quarters for which Required Financial Statements have been delivered immediately preceding the original principal amount of the Notes issued on the date of this Indenture remain outstandingCovenant Termination Event, the Company and each shall have achieved on a Pro Forma Basis a Total Net Leverage Ratio of less than 2.50 to 1.00 or (iii) the Guarantors will, subject to the satisfaction of the conditions set forth in this Section 3.02, be released from each of their obligations under Company has no outstanding Obligations secured by the Collateral Documents and on a first priority basis other than pursuant to any revolving Credit Facility (including the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant Termination”ABL/FILO Facility), and no Obligations secured by the Collateral on a second priority basis other than the New Second Lien Convertible Notes will thereafter be deemed not “outstanding” for and any Obligations consisting of convertible notes secured equally and ratably therewith and (y) no Event of Default has occurred and is then Continuing, then upon delivery by the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, with respect Company to the outstanding Notes and Note GuaranteesThird Lien Trustee of an Officers’ Certificate to the foregoing effect, the Company and the Guarantors may omit Subsidiaries will no longer be subject to the following covenants or restrictions (such occurrence, a “Covenant Termination Event”) of this Third Lien Indenture with respect to the New Third Lien Secured Notes: (i) Section 1.01, clause (ad) of the definition of “Permitted Liens”, which shall be deleted in its entirety and replaced with the following sentence: “Liens securing additional obligations in an aggregate outstanding principal amount not to exceed the greater of (i) $150,000,000 and (ii) 3.75% of Consolidated Total Assets”; (ii) Section 4.04; (iii) Section 4.05; (iv) Section 4.07; (v) Section 4.08; and (vi) Section 4.09(iv). No Default or Event of Default will be deemed to have occurred as a result of any failure to comply with and shall have no liability in respect the terminated covenants after a Covenant Termination Event. After the occurrence of any terma Covenant Termination Event, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply the terminated covenants shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected therebyreinstated at any time. (b) In order No Third Lien Trustee nor any Agent shall have any obligation to exercise Covenant Termination under clause (a) above: (i) the Company shall have delivered an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date of this Indenture remains outstanding and (B) any payment independently determine or repurchase made to achieve verify if such events constituting a Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding Event have occurred or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, notify the holders of any Covenant Termination Event. No Third Lien Trustee nor any Agent shall have any obligation to notify the Notes, in their capacity as holders Holders of the Notesoccurrence or date of the termination of the foregoing covenants, will not recognize income, gain or loss for U.S. federal income tax purposes as but the Third Lien Trustee may provide a result copy of such Covenant Termination and will be subject Officers’ Certificates to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achievedHolder upon request.

Covenant Termination. (a) Notwithstanding anything From and after the occurrence of an Investment Grade Rating Event, the Parent Guarantor and its Restricted Subsidiaries will no longer be subject to the contrary herein, at the time that less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date provisions of this Indenture remain outstandingdescribed above in Sections 3.2, 3.3, 3.4, 3.5, 3.8 and Section 4.1(a)(3) hereof (collectively, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in this Section 3.02, be released from each of their obligations under the Collateral Documents and the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant TerminationEliminated Covenants”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. (b) In order After the Eliminated Covenants have been terminated, the Parent Guarantor may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to exercise Covenant Termination the second sentence of the definition of “Unrestricted Subsidiary.” After the Eliminated Covenants have been terminated, the Parent Guarantor and its Restricted Subsidiaries shall be entitled to incur Liens permitted under clause Section 3.6 (aincluding, without limitation, Permitted Liens). To the extent Section 3.6 and any Permitted Liens refer to one or more Eliminated Covenants, such Section 3.6 or definition shall be interpreted as though such applicable Eliminated Covenant(s) above:continued to be applicable following such termination (but solely for purposes of Section 3.6 and the “Permitted Liens” definition and for no other section of this Indenture). (c) On the date of the occurrence of an Investment Grade Rating Event, the Issuer shall deliver an Officers’ Certificate to the Trustee, specifying (i) the Company shall have delivered an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) a termination of the original principal amount of the Notes issued on the date of foregoing covenants under this Indenture remains outstanding Section 3.18 has occurred and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders date of the Notes, in their capacity as holders commencement of any termination of the Notes, will foregoing covenants under this Section 3.18. The Trustee shall not recognize income, gain have any duty to monitor the ratings of the Securities or loss for U.S. federal income tax purposes as a result whether or not an Investment Grade Rating Event or the termination of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions covenants has occurred, nor any duty to notify the Securityholders of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achievedforegoing.

Covenant Termination. From and after the occurrence of an Investment Grade Rating Event (a) Notwithstanding anything to the contrary herein, at the time that less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date of this Indenture remain outstanding“Suspension Date”), the Company and each of the Guarantors will, its Restricted Subsidiaries will no longer be subject to the satisfaction provisions of the conditions set forth in this Section 3.02, be released from each of their obligations under the Collateral Documents and the covenants contained Indenture described above in Sections 4.12 through 4.23 with respect to 3.2, 3.3, 3.4, 3.5, 3.8 and Section 4.1(a)(3) hereof (collectively, the outstanding Notes (hereinafter, “Covenant TerminationSuspended Covenants”). If at any time the Securities’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default (other than a Reporting Failure) or Event of Default occurs and is continuing, and then the Notes Suspended Covenants will thereafter be deemed not reinstated as if such covenants had never been suspended (the “outstanding” for Reinstatement Date”) and be applicable pursuant to the purposes terms of any direction, waiver, consent or declaration or act of Holders this Indenture (and the consequences of any thereof) including in connection with such covenants, but will continue performing any calculation or assessment to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, determine compliance with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder terms of this Indenture Indenture), unless and such Notes and Note Guarantees will be unaffected thereby. (b) In order to exercise Covenant Termination under clause (a) above: (i) until the Company shall have delivered Securities subsequently attain an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) Investment Grade Rating from both of the original principal amount of the Notes issued on the date of this Indenture remains outstanding Rating Agencies and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default is in existence (in which event the Suspended Covenants shall have occurred no longer be in effect for such time that the Securities maintain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be continuing; and (iv) the Company shall have delivered deemed to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations exist under this Indenture, the NotesNotes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date and the Reinstatement Date is referred to as the “Suspension Period”. On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 3.2(b)(4). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.3 will be made as though the covenant described in Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 3.3; provided, however that such amount shall not be reduced to below zero. During any period when the Suspended Covenants are suspended, the Note Guarantees Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries. Promptly following the occurrence of any Suspension Date or Reinstatement Date, the Company will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date and the Collateral Documents will Trustee shall be revived and reinstated as though no Covenant Termination had occurred pursuant fully protected in relying on such Officers’ Certificate. The Trustee may provide a copy of such Officers’ Certificate to this Section 3.02 until such time as a Covenant Termination is achievedany Holder of the Securities upon request.

Covenant Termination. Following the first day (such date, the “Covenant Termination Date”): (a) Notwithstanding anything the Notes have an Investment Grade Rating; and (b) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries shall cease to be subject to the contrary hereinprovisions of: (1) Section 4.09; (2) Section 4.10; (3) Section 4.12; (4) Section 4.13; (5) Section 4.14; and (6) Section 4.17 (collectively, at the time that less than twenty-five percent (25%) “Terminated Covenants”). No Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture or the Notes with respect to the Terminated Covenants based on, and none of the original principal amount Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes issued on attain an Investment Grade Rating, regardless of whether such actions or event would have been permitted if the date of this Indenture remain outstandingapplicable Terminated Covenants remained in effect. The Terminated Covenants shall not be reinstated even if the Company subsequently does not satisfy the requirements set forth in clauses (a) and/or (b) above. After the Terminated Covenants have been terminated, the Company and each of the Guarantors will, its Restricted Subsidiaries shall remain subject to the satisfaction of provisions of: (1) Section 4.03; (2) Section 4.11; (3) Section 4.16; and (4) Section 5.01 (other than the conditions financial test set forth in this Section 3.02clause (a)(4) thereof). In addition, be released from each of their obligations under after the Collateral Documents and the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant Termination”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means that, with respect to the outstanding Notes and Note GuaranteesTerminated Covenants have been terminated, the Company shall no longer be permitted to designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15. The Company shall send prompt written notice to Holders and the Guarantors may omit Trustee of the Covenant Termination Date. The Trustee shall not be deemed to comply with have knowledge of any Covenant Termination Date unless a Responsible Officer has received the notice referred to in this Section 4.18. Moreover, the Trustee shall have no duty to monitor the credit ratings of the Notes, shall not be deemed to have any knowledge of the credit ratings of the Notes and shall have no liability in respect of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein duty to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.02, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. (b) In order to exercise Covenant Termination under clause (a) above: (i) the Company shall have delivered an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) of the original principal amount of notify Holders if the Notes issued on the date of this Indenture remains outstanding and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions of this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achievedInvestment Grade Rating.

Covenant Termination. (a) Notwithstanding anything to If after the contrary herein, at the time that less than twenty-five percent (25%) of the original principal amount of the Notes issued on the date of this Indenture remain outstanding, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in this Section 3.02, be released from each of their obligations under the Collateral Documents and the covenants contained in Sections 4.12 through 4.23 with respect to the outstanding Notes (hereinafter, “Covenant Termination”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Termination means thatEffective Date, with respect to a series of Notes, (i) the outstanding Notes of such series have Investment Grade Ratings from any two of the three Rating Agencies and Note Guarantees(ii) no Default has occurred and is continuing under this Indenture with respect to such series of Notes (the “Termination Date”), then, beginning on the Termination Date, with respect to such series of Notes, Covenant Parent and its Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, the Company Permitted Receivables Financing Cap with respect to Section 4.12, Section 4.15 and the Guarantors may omit to comply with and shall have no liability in respect clause (4) of any term, condition or limitation set forth in any such Collateral Document or covenant, whether directly or indirectly, by reason of any reference elsewhere herein or therein to any such Collateral Document or covenant or by reason of any reference in any such Collateral Document or covenant to any other provision herein or therein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified in this Section 3.025.01(a) (collectively, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby“Terminated Covenants”). (b) In order Following the Termination Date with respect to exercise a series of Notes, Covenant Parent and its Restricted Subsidiaries will be entitled to incur Liens permitted under Section 4.12 (including, without limitation, Permitted Liens) with respect to such series of Notes. To the extent Section 4.12 and any Permitted Liens refer to one or more Terminated Covenants, such covenant or definition shall be interpreted as though such applicable Terminated Covenant(s) continued to be applicable following the Termination under clause Date (a) above:but solely for purposes of Section 4.12 and the definition of “Permitted Liens” and for no other covenant in this Indenture). (ic) Following the Company Termination Date with respect to a series of Notes, Covenant Parent shall not designate any Subsidiary as an Unrestricted Subsidiary under such series of Notes unless such designation would have delivered complied with Section 4.07 as if Section 4.07 was in effect for the purposes of designating Unrestricted Subsidiaries from the Effective Date to the date of such designation. (d) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate to the Trustee and the Collateral Agent stating that (A) less than twenty-five percent (25%) notifying it of the original principal amount of the Notes issued on the date of this Indenture remains outstanding and (B) any payment or repurchase made to achieve Covenant Termination was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Termination and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Termination had not occurred; (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to Covenant Termination, as the case may be, have been complied with. Notwithstanding the foregoing provisions of occurrence under this Section 3.02, if any amount of Notes that was Repaid by the Company in order to achieve Covenant Termination is voided, rescinded or refunded for any reason, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents will be revived and reinstated as though no Covenant Termination had occurred pursuant to this Section 3.02 until such time as a Covenant Termination is achieved4.16.