Common use of Effectiveness of Covenants Clause in Contracts

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 or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the period when the Suspended Covenants were suspended (but solely for purposes of Section 4.9 and for no other covenant). (e) No Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company, the Issuer or any Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period; provided, however, that: (i) on the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.4(b)(4) (disregarding the proviso therein); (ii) calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.5 will be made as though Section 4.5 had been in effect since the Distribution Date and prior to, but not during, the Suspension Period (accordingly, during the Suspension Period, the items specified in Sections 4.5(a)(3)(A) through (3)(D) will not increase or decrease the amount available to be made under Section 4.5(a)); (iii) for purposes of determining compliance with Section 4.7(b), the amount of Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.7 will be deemed to be reset to zero; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Sections 4.6(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.6(b)(1)(E); and (v) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.8(b)(7). (f) On and after each Reversion Date, the Issuer and its subsidiaries will be permitted to consummate the transactions contemplated by any agreement or commitment entered into during the relevant Suspension Period, so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period. (g) The Company will provide the Trustee and the Holders with prompt written notice of any suspension of the Suspended Covenants or the subsequent reinstatement of such Suspended Covenants. The Trustee shall have no obligation to independently verify the statements of the Company regarding the ratings of the Notes or the existence of any Default or Event of Default in any such notice. (i) The Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Issuer’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); and (ii) the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or, subject to Section 7.1(b)(ii), other documents filed under this Indenture.

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 If on any subsequent date (following the “Reversion Issue 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 are rated Baa3 or better by Moody’s xx XXX- 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 one any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Rating Agencies, Exchange Act selected by the Company as a replacement agency); and (ii) no Default or Event of Default shall have occurred and is in existence and continuing under this Indenture, then, beginning on that date, and, subject to the provisions of this Section 4.17, the following provisions of this Indenture shall be suspended: (iii1) Section 4.08; (2) Section 4.09; (3) Section 4.12; (4) Section 4.13; (5) Section 4.14; (6) Section 4.16; (7) Section 5.01(a)(4); and (8) Section 4.11 ((but only with respect to any Person that is required to become a Guarantor after the Trustee has received an Officer’s Certificate from the Company confirming the satisfaction date of the conditions specified in commencement of the applicable Suspension Period). (b) During any period that the foregoing clauses Sections have been suspended (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”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.13 hereof or the second paragraph of the definition of “Unrestricted Subsidiaries.” (dc) During any period when Notwithstanding the Suspended Covenants are suspendedforegoing, if the ratings assigned to the Notes by both such ratings agencies should subsequently decline to below Baa3 or BBB- from Moody’s xx X&X, respectively, the Company, the Issuer and the Restricted Subsidiaries foregoing covenants will be entitled to incur Liens to reinstituted as of and from the extent provided for date both such ratings were below investment grade. Calculations under the reinstated Section 4.9 (including, without limitation, Permitted Liens), and any Permitted Liens 4.08 hereof will be made as if Section 4.08 hereof had been in effect since the Issue Date except that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the period when the Suspended Covenants were suspended (but solely for purposes of Section 4.9 and for no other covenant). (e) No Default, Event of Default or breach of any kind shall will be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none have occurred solely by reason of the Company, the Issuer or any a Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period; provided, however, that: (i) on the Reversion DatePayment made while that covenant was suspended. Furthermore, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to Section 4.4(b)(4) (disregarding 4.09(b)(2). In addition, for purposes of Section 4.14 hereof, all agreements and arrangements entered into by the proviso therein); (ii) calculations made after the Reversion Date Company or any Restricted Subsidiary with an Affiliate of the amount available to be made as Restricted Payments under Section 4.5 will be made as though Section 4.5 had been in effect since the Distribution Date and prior to, but not during, Company during the Suspension Period (accordingly, during the Suspension Period, the items specified in Sections 4.5(a)(3)(A) through (3)(D) will not increase or decrease the amount available to be made under Section 4.5(a)); (iii) for purposes of determining compliance with Section 4.7(b), the amount of Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.7 will be deemed to be reset to zero; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Sections 4.6(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.6(b)(1)(E); and (v) any Affiliate Transaction have been entered into after prior to the Reversion Issue Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be and permitted pursuant to by Section 4.8(b)(7). (f4.14(b)(7) On hereof, and after each Reversion Datefor purposes of Section 4.12 hereof, the Issuer and its subsidiaries will be permitted to consummate the transactions contemplated by any agreement or commitment all contracts entered into during the relevant Suspension Period, so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period. (g) The Company will provide the Trustee and the Holders with prompt written notice of Period that contain any suspension of the Suspended Covenants or the subsequent reinstatement of restrictions contemplated by such Suspended Covenants. The Trustee shall have no obligation to independently verify the statements of the Company regarding the ratings of the Notes or the existence of any Default or Event of Default in any such notice. (i) The Trustee shall not covenant will be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including been existing on the Issuer’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); and (ii) the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or, subject to Section 7.1(b)(ii), other documents filed under this IndentureIssue Date.

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 If on any subsequent date (following the “Reversion Issue 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 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 one any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Rating Agencies, Exchange Act selected by the Company as a replacement agency); and (ii) no Default or Event of Default shall have occurred and is in existence and continuing under this Indenture, then, beginning on that date, and, subject to the provisions of this Section 4.17, the following provisions of this Indenture shall be suspended: (iii1) Section 4.08; (2) Section 4.09; (3) Section 4.12; (4) Section 4.13; (5) Section 4.14; (6) Section 4.16; (7) Section 5.01(a)(4); and (8) Section 4.11 ((but only with respect to any Person that is required to become a Guarantor after the Trustee has received an Officer’s Certificate from the Company confirming the satisfaction date of the conditions specified in commencement of the applicable Suspension Period). (b) During any period that the foregoing clauses Sections have been suspended (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”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.13 hereof or the second paragraph of the definition of “Unrestricted Subsidiaries.” (dc) During any period when Notwithstanding the Suspended Covenants are suspendedforegoing, if the ratings assigned to the Notes by both such ratings agencies should subsequently decline to below Baa3 or BBB- from Xxxxx’x or S&P, respectively, the Company, the Issuer and the Restricted Subsidiaries foregoing covenants will be entitled to incur Liens to reinstituted as of and from the extent provided for date both such ratings were below investment grade. Calculations under the reinstated Section 4.9 (including, without limitation, Permitted Liens), and any Permitted Liens 4.08 hereof will be made as if Section 4.08 hereof had been in effect since the Issue Date except that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the period when the Suspended Covenants were suspended (but solely for purposes of Section 4.9 and for no other covenant). (e) No Default, Event of Default or breach of any kind shall will be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none have occurred solely by reason of the Company, the Issuer or any a Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period; provided, however, that: (i) on the Reversion DatePayment made while that covenant was suspended. Furthermore, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to Section 4.4(b)(4) (disregarding 4.09(b)(2). In addition, for purposes of Section 4.14 hereof, all agreements and arrangements entered into by the proviso therein); (ii) calculations made after the Reversion Date Company or any Restricted Subsidiary with an Affiliate of the amount available to be made as Restricted Payments under Section 4.5 will be made as though Section 4.5 had been in effect since the Distribution Date and prior to, but not during, Company during the Suspension Period (accordingly, during the Suspension Period, the items specified in Sections 4.5(a)(3)(A) through (3)(D) will not increase or decrease the amount available to be made under Section 4.5(a)); (iii) for purposes of determining compliance with Section 4.7(b), the amount of Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.7 will be deemed to be reset to zero; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Sections 4.6(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.6(b)(1)(E); and (v) any Affiliate Transaction have been entered into after prior to the Reversion Issue Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be and permitted pursuant to by Section 4.8(b)(7). (f4.14(b)(7) On hereof, and after each Reversion Datefor purposes of Section 4.12 hereof, the Issuer and its subsidiaries will be permitted to consummate the transactions contemplated by any agreement or commitment all contracts entered into during the relevant Suspension Period, so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period. (g) The Company will provide the Trustee and the Holders with prompt written notice of Period that contain any suspension of the Suspended Covenants or the subsequent reinstatement of restrictions contemplated by such Suspended Covenants. The Trustee shall have no obligation to independently verify the statements of the Company regarding the ratings of the Notes or the existence of any Default or Event of Default in any such notice. (i) The Trustee shall not covenant will be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including been existing on the Issuer’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); and (ii) the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or, subject to Section 7.1(b)(ii), other documents filed under this IndentureIssue Date.

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 If on any subsequent date (following the “Reversion Issue 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 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 one any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Rating Agencies, Exchange Act selected by the Company as a replacement agency); and (ii) no Default or Event of Default shall have occurred and is in existence and continuing under this Indenture, then, beginning on that date, and, subject to the provisions of this Section 4.17, the following provisions of this Indenture shall be suspended: (iii1) Section 4.08; (2) Section 4.09; (3) Section 4.12; (4) Section 4.13; (5) Section 4.14; (6) Section 4.16; (7) Section 5.01(a)(4); and (8) Section 4.11 (but only with respect to any Person that is required to become a Guarantor after the Trustee has received an Officer’s Certificate from the Company confirming the satisfaction date of the conditions specified in commencement of the applicable Suspension Period). (b) During any period that the foregoing clauses Sections have been suspended (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”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.13 hereof or the second paragraph of the definition of “Unrestricted Subsidiaries.” (dc) During any period when Notwithstanding the Suspended Covenants are suspendedforegoing, if the ratings assigned to the Notes by both such ratings agencies should subsequently decline to below Baa3 or BBB- from Xxxxx’x or S&P, respectively, the Company, the Issuer and the Restricted Subsidiaries foregoing covenants will be entitled to incur Liens to reinstituted as of and from the extent provided for date both such ratings were below investment grade. Calculations under the reinstated Section 4.9 (including, without limitation, Permitted Liens), and any Permitted Liens 4.08 hereof will be made as if Section 4.08 hereof had been in effect since the Issue Date except that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the period when the Suspended Covenants were suspended (but solely for purposes of Section 4.9 and for no other covenant). (e) No Default, Event of Default or breach of any kind shall will be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none have occurred solely by reason of the Company, the Issuer or any a Restricted Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period; provided, however, that: (i) on the Reversion DatePayment made while that covenant was suspended. Furthermore, all Indebtedness Incurred incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified deemed to have been Incurred incurred or issued pursuant to Section 4.4(b)(4) (disregarding 4.09(b)(2). In addition, for purposes of Section 4.14 hereof, all agreements and arrangements entered into by the proviso therein); (ii) calculations made after the Reversion Date Company or any Restricted Subsidiary with an Affiliate of the amount available to be made as Restricted Payments under Section 4.5 will be made as though Section 4.5 had been in effect since the Distribution Date and prior to, but not during, Company during the Suspension Period (accordingly, during the Suspension Period, the items specified in Sections 4.5(a)(3)(A) through (3)(D) will not increase or decrease the amount available to be made under Section 4.5(a)); (iii) for purposes of determining compliance with Section 4.7(b), the amount of Net Available Cash from all Asset Dispositions not applied in accordance with Section 4.7 will be deemed to be reset to zero; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Sections 4.6(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.6(b)(1)(E); and (v) any Affiliate Transaction have been entered into after prior to the Reversion Issue Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be and permitted pursuant to by Section 4.8(b)(7). (f4.14(b)(7) On hereof, and after each Reversion Datefor purposes of Section 4.12 hereof, the Issuer and its subsidiaries will be permitted to consummate the transactions contemplated by any agreement or commitment all contracts entered into during the relevant Suspension Period, so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period. (g) The Company will provide the Trustee and the Holders with prompt written notice of Period that contain any suspension of the Suspended Covenants or the subsequent reinstatement of restrictions contemplated by such Suspended Covenants. The Trustee shall have no obligation to independently verify the statements of the Company regarding the ratings of the Notes or the existence of any Default or Event of Default in any such notice. (i) The Trustee shall not covenant will be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including been existing on the Issuer’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); and (ii) the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or, subject to Section 7.1(b)(ii), other documents filed under this IndentureIssue Date.