Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating):
(a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 and 5.01(A)(d) shall each no longer be in effect for the remaining term of the applicable Notes; and
(b) Section 4.12 hereof shall be replaced in its entirety with the following covenant:
(a) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.
(b) Notwithstanding the restrictions described above, the Company and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.”
(c) the following definition shall be added to Section 1.01 in alphabetical order:
Fall-Away Event. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Xxxxx’x and Standard & Poor’s, and the Issuer has delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes or the occurrence of any Default, the provisions in the following sections shall no longer be applicable to the Notes (collectively, the “Terminated Covenants”): Sections 4.06, 4.07, 4.08, 4.09, 4.12 and clause (3) of Section 5.01. 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 Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain Investment Grade Ratings, regardless of whether such actions or event would have been permitted if the applicable Terminated Covenants remained in effect.
Fall-Away Event. If at any time the Notes have achieved the Investment Grade Ratings, OI Group and the Restricted Subsidiaries of OI Group shall thereafter no longer be subject to the covenants under Sections 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 10.08 (collectively, the “Extinguished Covenants”) (even if the Notes subsequently cease to have the Investment Grade Ratings), provided that if upon the receipt by the Notes of the Investment Grade Ratings, a Default or Event of Default has occurred and is continuing under this Indenture, the Company shall continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. Notwithstanding the foregoing, at the time OI Group and the Restricted Subsidiaries are no longer subject to the Extinguished Covenants, the following covenant shall apply to OI Group and its Domestic Subsidiaries:
Fall-Away Event. In the event of the occurrence of a Fall-Away Event, the Company and its Restricted Subsidiaries will not be subject to Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 or 5.01(3). The Issuers shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of the occurrence of the Fall-Away Date. The Trustee shall not have any duty to monitor whether or not a Fall-Away Date has occurred nor any duty to notify the Holders of any of the foregoing.
Fall-Away Event. In the event that the Securities are rated Investment Grade by Moody's and S&P and no Event of Default or Default shall have occurred xxx xx continuing (the occurrence of the foregoing events, being collectively referred to as the "Fall-away Event"), upon the request of the Company, Sections 1008, 1009, 1010, 1012, 1013, 1014 and clauses (iii) and (iv) of Section 801 will no longer be applicable to the Company and its Restricted Subsidiaries and the Trustees will, if requested by the Company, enter into a supplemental indenture with the Company to evidence and reflect such Fall-away Event. ARTICLE ELEVEN
Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding any subsequent changes in the ratings of the Notes or the occurrence of any Default), then, beginning on that day, the covenants under Section 4.7, 4.8, 4.9, 4.10, 4.11, 4.17 and 5.1(a)(4) (collectively, the “Terminated Covenants”) shall each no longer be in effect for the remaining term of the Notes. No Default, Event of Default or breach of any kind will be deemed to exist under this Indenture or the Notes with respect to the Terminated Covenants based on, and none of the Company or any of its Subsidiaries will bear any liability for, any actions taken or events occurring after the Fall Away Event, regardless of whether such actions or events would have been permitted if the applicable Terminated Covenants had remained in effect.
Fall-Away Event. “Fall Away Event” shall have the meaning ascribed to such term in the eighth recital of this Agreement.
Fall-Away Event. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Xxxxx’x and Standard & Poor’s, and the Issuer has delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes or the occurrence of any Default, the provisions in the following sections shall no longer be applicable to the Notes (collectively, the “Terminated Covenants”): Sections 4.06, 4.07, 4.08, 4.09, 4.12 and clause (3) of Section 5.01.
Fall-Away Event. If on any date following the Issue Date, (i) the Company has a “corporate family rating” (or comparable designation) that is an Investment Grade Rating from at least two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, from and after such date (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Fall-Away Event”), regardless of whether the conditions set forth in clauses (i) and (ii) of this Section 4.16 continue to be satisfied from time to time, the Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 5.01(a)(iv), 5.01(a)(v) and 5.01(b) (collectively the “Terminated Covenants”), and such Terminated Covenants shall have no further force or effect. The Company shall provide the Trustee with notice of the Fall-Away Event following the occurrence thereof.
Fall-Away Event. In the event that the Preferred Securities or the Debentures are rated Investment Grade Status by any of Moody's or S&P, the Company shall deliver an Officers' Certificate to the Trustee to that effect, and thereafter Section 5.10 of this Indenture shall be null and void and shall no longer be applicable in any respect to the Company or its Subsidiaries.
