Common use of Release of Covenants Clause in Contracts

Release of Covenants. (a) If on any date following the Issue Date: (1) the Securities have been assigned an Investment Grade Rating by any two Rating Agencies; and (2) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively referred to as the “Suspended Covenants”): (A) Section 4.03; (B) Section 4.04; (C) Section 4.05; (D) Section 4.06; (E) Section 4.07; (F) Section 4.10; and (G) Section 5.01(a)(3); (b) During any Suspension Period, the reference to 10% of the Company’s Consolidated Net Tangible Assets in clause (9) of “Permitted Liens” in Section 1.01 shall be replaced with 15% of the Company’s Consolidated Net Tangible Assets. (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”), the Securities cease to have an Investment Grade Rating from any two Rating Agencies, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with any of the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (d) On the Reversion Date, all Debt incurred during the Suspension Period shall be classified to have been incurred pursuant to Section 4.03(a) or one of clauses (1) through (15) of Section 4.03(b) (to the extent such Debt would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Debt incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be incurred pursuant to Section 4.03 such Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(7) The Issuer or the Company shall give the Trustee prompt written notification upon the occurrence of a covenant suspension or any Reversion Date. (e) On the Reversion Date, no Default or Event of Default shall be deemed to have occurred if, during the Suspension Period, the Company or its Restricted Subsidiaries had Incurred Liens in excess of 10% of the Company’s Consolidated Net Tangible Assets but not exceeding 15% of the Company’s Consolidated Net Tangible Assets. Any such Liens will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of “Permitted Liens” in Section 1.01.

Release of Covenants. (a) If on any date following the Issue Date: (1) the Securities have been assigned an Investment Grade Rating by any two Rating Agencies; and (2) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively referred to as the “Suspended Covenants”): (A) Section 4.03; (B) Section 4.04; (C) Section 4.05; (D) Section 4.06; (E) Section 4.07; (F) Section 4.10; and (G) Section 5.01(a)(3); (b) During any Suspension Period, the reference to 10% of the Company’s Consolidated Net Tangible Assets in clause (9) of “Permitted Liens” in Section 1.01 shall be replaced with 15% of the Company’s Consolidated Net Tangible Assets. (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”), the Securities cease to have an Investment Grade Rating from any two Rating Agencies, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with any of the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (dc) On the Reversion Date, all Debt incurred during the Suspension Period shall be classified to have been incurred pursuant to Section 4.03(a) or one of clauses (1) through (15) of Section 4.03(b) (to the extent such Debt would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Debt incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be incurred pursuant to Section 4.03 such Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(7) The Issuer or the Company shall give the Trustee prompt written notification upon the occurrence of a covenant suspension or any Reversion Date. (e) On the Reversion Date, no Default or Event of Default shall be deemed to have occurred if, during the Suspension Period, the Company or its Restricted Subsidiaries had Incurred Liens in excess of 10% of the Company’s Consolidated Net Tangible Assets but not exceeding 15% of the Company’s Consolidated Net Tangible Assets. Any such Liens will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of “Permitted Liens” in Section 1.01.

Release of Covenants. (a) If on any date following the Issue Date: (1) the Securities Notes have been assigned an Investment Grade Rating by any two Rating Agencies; and (2) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall will not be subject to the following provisions of this Indenture covenants (collectively referred to as collectively, the “Suspended Covenants”): (A) Section 4.034.09 hereof; (B) Section 4.044.07 hereof; (C) Section 4.054.10 hereof; (D) Section 4.064.08 hereof; (E) Section 4.075.01(b) hereof; (F) Section 4.104.11 hereof; and (G) Section 5.01(a)(3);10.05 hereof. (b) During any Suspension Period, the reference to 10% of the Company’s Consolidated Net Tangible Assets in clause (9) of “Permitted Liens” in Section 1.01 shall be replaced with 15% of the Company’s Consolidated Net Tangible Assets. (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”), the Securities Notes cease to have an Investment Grade Rating from any two Rating Agencies, then the Company and its Restricted Subsidiaries shall will thereafter again be subject to the Suspended Covenants. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall will be deemed to have occurred as a result of a failure to comply with any of the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (d) On the Reversion Date, all Debt incurred during the Suspension Period shall be classified to have been incurred pursuant to Section 4.03(a) or one of clauses (1) through (15) of Section 4.03(b) (to the extent such Debt would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Debt incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be incurred pursuant to Section 4.03 such Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(7) The Issuer or the Company shall give the Trustee prompt written notification upon the occurrence of a covenant suspension or any Reversion Date. (e) On the Reversion Date, no Default or Event of Default shall be deemed to have occurred if, during the Suspension Period, the Company or its Restricted Subsidiaries had Incurred Liens in excess of 10% of the Company’s Consolidated Net Tangible Assets but not exceeding 15% of the Company’s Consolidated Net Tangible Assets. Any such Liens will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of “Permitted Liens” in Section 1.01.

Release of Covenants. (a) If on any date following the Issue Date: (1i) the Securities have with respect to any series of Notes issued under this Indenture, such series of Notes has been assigned an Investment Grade Rating by any two Nationally Recognized Statistical Rating AgenciesOrganizations; and (2ii) no Default or Event of Default has shall have occurred and is continuing (be continuing, then, beginning on that date and subject to the occurrence provisions of the events described following paragraph, the covenants set forth in Section 10.9, Section 10.10, Section 10.11, Section 10.12, Section 10.14 and Section 10.15 (collectively, the foregoing clauses (1“Suspended Covenants”) will automatically, without any notice of any kind, be suspended with respect to such series of Notes and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries shall not be subject have no obligation or liability whatsoever with respect to the following provisions of this Indenture (collectively referred to as the “Suspended Covenants”): (A) Section 4.03; (B) Section 4.04; (C) Section 4.05; (D) Section 4.06; (E) Section 4.07; (F) Section 4.10; and (G) Section 5.01(a)(3); (b) During such covenants. If, during any Suspension Period, the reference to 10% of the Company’s Consolidated Net Tangible Assets period in clause (9) of “Permitted Liens” in Section 1.01 shall be replaced with 15% of the Company’s Consolidated Net Tangible Assets. (c) In the event that the Company and its Restricted Subsidiaries are not subject to which the Suspended Covenants for any period are suspended with respect to a series of time as a result Notes, such series of the foregoing, and on any subsequent date (the “Reversion Date”), the Securities cease Notes ceases to have an Investment Grade Rating from at least two Nationally Recognized Statistical Rating Organizations, the Suspended Covenants shall thereafter be reinstated and be applicable pursuant to their terms (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until such series of Notes subsequently attains an Investment Grade Rating by at least two Nationally Recognized Statistical Rating AgenciesOrganizations (in which event the Suspended Covenants will again be suspended with respect to such series for such time that such series of Notes maintains an Investment Grade Rating by at least two Nationally Recognized Statistical Rating Organizations); provided, then however, that no Default, Event of Default or breach or violation of any kind will be deemed to exist under this Indenture or a series of Notes with respect to the Suspended Covenants (whether during the period when the Suspended Covenants were suspended or thereafter) based on, and neither the Company and nor any of its Restricted Subsidiaries shall thereafter again be subject to will bear any liability (whether during the Suspended Covenants. The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that when the Suspended Covenants may be reinstatedwere suspended or thereafter) for, no Default any actions taken or Event events occurring after a series of Default shall be deemed to have occurred as a result of a failure to comply with Notes attains an Investment Grade Rating by at least two Nationally Recognized Statistical Rating Organizations and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time (whether during the period when the Suspended Covenants were suspended or thereafter) pursuant to any legal or contractual obligation arising prior to the reinstatement, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period; provided, further, that (1) any Subsidiaries designated as Unrestricted Subsidiaries during the period on which the covenants were suspended shall automatically become Restricted Subsidiaries on the reversion date (subject to the Company’s right to redesignate them as Unrestricted Subsidiaries pursuant to Section 10.15), and (2) all Indebtedness Incurred, or Disqualified Capital Stock or Preferred Stock issued, during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). (d) On the Reversion Date, all Debt incurred during the Suspension Period shall will be classified to have been incurred Incurred or issued pursuant to Section 4.03(a) or one of clauses subclause (1) through (152)(b) of Section 4.03(b) (to the extent such Debt would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to the Debt incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be incurred pursuant to Section 4.03 such Debt shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(7) The Issuer or the Company shall give the Trustee prompt written notification upon the occurrence of a covenant suspension or any Reversion Date10.10. (e) On the Reversion Date, no Default or Event of Default shall be deemed to have occurred if, during the Suspension Period, the Company or its Restricted Subsidiaries had Incurred Liens in excess of 10% of the Company’s Consolidated Net Tangible Assets but not exceeding 15% of the Company’s Consolidated Net Tangible Assets. Any such Liens will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of “Permitted Liens” in Section 1.01.