Effectiveness of Covenants. (a) After the Issue Date, following the first day: (i) the Notes have an Investment Grade Rating from both of the Ratings Agencies; and (ii) no Default has occurred and is continuing under this Indenture; the Company and its Restricted Subsidiaries will not be subject to Sections 4.10, 4.11, 4.13, 4.14, 4.16 and 5.01(a)(ii) of this Indenture (collectively, the “Suspended Covenants”).
(b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Notes or the 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 or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, 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 date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”
(c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iii) of the definition of “Permitted Indebtedness”. Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.11 will be made as though Section 4.11 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...
Effectiveness of Covenants. The covenants set forth in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.13 and 4.15 will no longer be in effect upon the Company attaining Investment Grade Status (the “Terminated Covenants”). The Terminated Covenants will not be reinstated regardless of whether the Company’s credit rating is subsequently downgraded from Investment Grade Status.
Effectiveness of Covenants. (a) The covenants contained in Sections 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 5.1(c) and 10.7 shall become effective only upon the Distribution Date.
(b) Following the first day after the Distribution Date (the “Suspension Date”) that:
(1) the Notes have an Investment Grade rating from one of the Rating Agencies (or both Rating Agencies);
(2) no Default or Event of Default has occurred and is continuing under this Indenture; and
(3) the Trustee has received an Officer’s Certificate from the Company confirming the satisfaction of the conditions specified in Sections 4.13(b)(1) and (2), the Company, the Issuer and the Restricted Subsidiaries will not be subject to Sections 4.4, 4.5, 4.6, 4.7, 4.8 or Section 5.1(a)(4) or 5.1(b)(4) (collectively, the “Suspended Covenants”).
(c) In the event that the Company, the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of Section 4.13(b), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade rating or downgrades the rating assigned to the Notes below an Investment Grade rating and, as a result, the Notes do not have an Investment Grade rating from at least one Rating Agency, then the Suspended Covenants will be automatically reinstated and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until (i) the Notes subsequently attain an Investment Grade rating from one of the Rating Agencies, (ii) no Default or Event of Default is in existence and (iii) the Trustee has received an Officer’s Certificate from the Company confirming the satisfaction of the conditions specified in the foregoing clauses (i) and (ii) (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade rating from at least one (or both) of the Rating Agencies and no Default or Event of Default is in existence). The period of time between the Suspension Date of the covenants and the Reversion Date is referred to as the “Suspension Period.”
(d) During any period when the Suspended Covenants are suspended, the Company, the Issuer and the Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.9 (including, without limitation, Permitted Liens), and any Permitted Liens that refer to one...
Effectiveness of Covenants. The covenants described under Sections 3.3, 3.4, 3.5, 3.7, 3.8, 3.11, 3.13 and 3.19 (collectively, the "Suspended Covenants") will no longer be in effect upon (a) the Securities having an Investment Grade Rating from either of the Rating Agencies and (b) no Default on Event of Default having occurred and be
Effectiveness of Covenants. From and after the first day on which:
Effectiveness of Covenants. Following the occurrence of a Fundamental Change described in clause (a) or (b) of the definition thereof or at such time as less than $5,000,000 aggregate principal amount of the Notes remain outstanding, the covenants set forth in Sections 4.10 and 4.11, shall cease to apply to the Company and its Subsidiaries.
Effectiveness of Covenants. The covenants described in Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.09 and 6.13 will no longer be in effect upon the Borrower reaching Investment Grade Status.
Effectiveness of Covenants. 72 SECTION 3.15. Maintenance of Office or Agency......................................................................... 72 SECTION 3.16. Corporate Existence..................................................................................... 73 SECTION 3.17. Payment of Taxes and Other Claims....................................................................... 73 SECTION 3.18. Payments for Consent.................................................................................... 73 SECTION 3.19.
Effectiveness of Covenants. (a) If on any date following the Issue Date: (i) the 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 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 Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (ii) no Default or Event of Default shall have occurred and is continuing under this Indenture, then, upon delivery of an Officers’ Certificate to the Trustee to the foregoing effect, the following provisions of this Indenture shall be terminated and cease to be of any effect:
(1) Section 4.08;
(2) Section 4.09;
(3) Section 4.11.
(4) Section 4.12;
(5) Section 4.13;
(6) Section 4.14;
(7) Section 4.16; and
(8) Section 5.01(a)(4). The Trustee shall have no duty to (a) monitor the ratings of the Notes, (b) determine whether such provisions will be terminated and cease to be of any effect, (c) notify Holders of any of the foregoing or (d) determine the consequences thereof, but may provide a copy of such Officers’ Certificate to any Holder upon request.
