Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. (a) During any period of time that the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”) and no Default has occurred and is then continuing, the Issuer and the Restricted Subsidiaries will not be subject to the following covenants: Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 and Section 5.01(a)(3) (collectively, the “Suspended Covenants”). (b) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies, as applicable, withdraws its ratings or downgrades the ratings assigned to the Notes such that the Notes do not have an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Date.

Suspension of Covenants. (a) During any period of time that when the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”) Rating from either Rating Agency and no Default has occurred and is then continuing, the Issuer Company and the its Restricted Subsidiaries will shall not be subject to the following covenants: Section 4.10Sections 3.09, Section 4.07, 4.08, 4.09, 4.11, Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 4.16(a)(i) and Section 5.01(a)(35.01(a)(iv) (collectively, the “Suspended Covenants”). (b) In the event ; provided, however, that the Issuer provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be so suspended; and provided, further, that if the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding portion of this sentence and, subsequently, one or both of the a Rating Agencies, as applicable, Agency withdraws its ratings or downgrades the ratings assigned to the Notes such below the Investment Grade Ratings so that the Notes do not have an Investment Grade RatingRating from either Rating Agency, then or a Default (other than with respect to the Issuer Suspended Covenants) occurs and is continuing, the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by subject to the terms, conditions and obligations set forth in this Indenture (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time each such date of reinstatement of being the “Reinstatement Date”). Compliance with the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will made after the Reinstatement Date shall be made calculated in accordance with the terms of the covenant described above under Section 4.11 4.08 as though such covenant covenants had been in effect during the entire period of time from which the Issue Date.Notes are issued. In addition, during any period when the Suspended Covenants are suspended the Issuers will not be permitted to designate or redesignate any of their Subsidiaries pursuant to Section 4.14. Back to Contents

Suspension of Covenants. (a) During any period of time Following the first day (the “Suspension Date”) that (i) the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”Rating from both of the Rating Agencies and (ii) and no Default has occurred and is then continuingcontinuing under this Indenture, the Issuer Company and the its Restricted Subsidiaries will shall not be subject to the following covenants: Section 4.10Sections ‎4.08, Section 4.114.09, Section 4.12‎4.11, Section ‎4.12, 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 ‎4.16(a) and Section 5.01(a)(36.01(a)(iii)(B) (collectively, the “Suspended Covenants”). (b) . In the event that the Issuer Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, subsequently, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies, as applicable, withdraws its ratings Agencies withdraw their Investment Grade Rating or downgrades downgrade the ratings rating assigned to the Notes such that the Notes do not have below an Investment Grade Rating, then the Issuer Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, it being understood Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that no actions taken by (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrademay be reinstated, calculations with respect no Default shall be deemed to Restricted Payments will be made in accordance have occurred as a result of a failure to comply with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect Suspended Covenants during the entire period of time from the Issue DateSuspension Period.

Suspension of Covenants. (a) During any period of time that the (a) any Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”Rating from both Rating Agencies and (b) and no Default or Event of Default has occurred and is then continuingcontinuing under this Indenture (the “Suspension Period”), the Issuer Company and the its Restricted Subsidiaries will shall not be subject to the following covenants: Section provisions of Sections 4.07, 4.08, 4.09, 4.10, Section 4.11, 4.12 and 4.13 and clause (D) of the first paragraph of Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 and Section 5.01(a)(3) 5.01 (collectively, the “Suspended Covenants”). (b) In . The Issuers shall promptly notify the event that Trustee of the Issuer commencement of a Suspension Period. If the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding previous sentence and, subsequently, one (i) one, or both both, of the Rating Agencies, as applicable, withdraws its Agencies withdraw their ratings or downgrades downgrade the ratings assigned to the Notes such that below the Notes do not have an required Investment Grade RatingRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, a “Reversion Date”), then the Issuer Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants. For purposes of calculating the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of Section 4.07, it calculations under that clause will be made with reference to the Reference Date, as set forth in that clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (9) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07; provided, however, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being understood that no actions taken by negative, and (or omissions ofy) the Issuer or any items specified in subclauses (a) through (c) of its Restricted Subsidiaries clause (iii) of the second paragraph of Section 4.07 that occur during the suspension period Suspension Period will increase the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall constitute be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or an Event of Default under this Indenture. For purposes of Sections 3.09 and 4.11, on the Suspended Covenants. FurthermoreReversion Date, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments unutilized Excess Proceeds will be made in accordance with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Datereset to zero.

Suspension of Covenants. (a) During any period of time that the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”) Rating from both Rating Agencies and no Default has occurred and is then continuing, the Issuer Company, the Parent and the Restricted Subsidiaries will shall not be subject to the following covenants: Section Sections 4.07, 4.08, 4.09, 4.10, Section 4.11, Section 4.124.14(i)(A), Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 5.01(a)(3) and Section 5.01(a)(35.01(c)(iii) (collectively, the “"Suspended Covenants”"). (b) In ; provided, however, such Sections shall not be suspended if the event Investment Grade Rating was obtained directly or indirectly by the Company's merger, consolidation or otherwise with a person that had an Investment Grade Rating from either or both Rating Agencies and the Issuer Notes at such time did not have an Investment Grade Rating from both Rating Agencies; and provided further, that if the Company, the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence this Section 4.18 and, subsequently, one or both either of the Rating Agencies, as applicable, Agencies withdraws its ratings or downgrades the ratings assigned to the Notes such below the Investment Grade Ratings so that the Notes do not have an Investment Grade RatingRating from both Rating Agencies, then or a Default (other than with respect to the Issuer Suspended Covenants) occurs and is continuing, the Company, the Parent and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by subject to the terms, conditions and obligations set forth in this Indenture (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time each such date of reinstatement of being the "Reinstatement Date"). Compliance with the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will made after the Reinstatement Date shall be made calculated in accordance with the terms of the covenant described above under Section 4.11 4.08 as though such covenant Section 4.08 had been in effect during the entire period of time from the Issue Date.

Suspension of Covenants. (a) During any period of time that Following the first day (the “Suspension Date”) that: (i) the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”Rating from both of the Rating Agencies, and (ii) and no Default has occurred and is then continuingcontinuing under this Indenture, the Issuer and the Restricted Subsidiaries , will not be subject to the following covenants: Section Sections 4.6, 4.8, 4.9, 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 4.15 and Section 5.01(a)(35.1(a)(iii) (collectively, the “Suspended Covenants”). (b) . In the event that the Issuer and the its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, subsequently, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies, as applicable, Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Notes such that the Notes do not have below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, it being understood Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that no actions taken by (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrademay be reinstated, calculations with respect to Restricted Payments no default will be made in accordance deemed to have occurred as a result of a failure to comply with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect Suspended Covenants during the entire period of time from the Issue DateSuspension Period.

Suspension of Covenants. (a) During any period of time that (a) the applicable series of Notes have a Xxxxx’x rating of “Baa3” or higher and has an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”Rating from both Rating Agencies and (b) and no Default or Event of Default has occurred and is then continuingcontinuing under this Indenture (the "Suspension Period"), the Issuer Company and the its Restricted Subsidiaries will not shall not, as to such series of Notes, be subject to the following covenants: Section provisions of Sections 4.07, 4.08, 4.09, 4.10, Section 4.11, 4.12 and 4.13 and clause (D) of the first paragraph of Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 and Section 5.01(a)(3) 5.01 (collectively, the “"Suspended Covenants”"). (b) In . The Issuers shall promptly notify the event that Trustee of the Issuer commencement of a Suspension Period. If the Company and the its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to a series of Notes for any period of time as a result of the preceding previous sentence and, subsequently, one (i) one, or both both, of the Rating Agencies, as applicable, withdraws its Agencies withdraw their ratings or downgrades downgrade the ratings assigned to such series of Notes below the Notes such that the Notes do not have an required Investment Grade RatingRatings or (ii) a Default or Event of Default occurs and is continuing under such Notes (each, a "Reversion Date"), then the Issuer Company and the its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants with respect to such series of Notes. For purposes of calculating the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of Section 4.07, it calculations under that clause will be made with reference to the Reference Date, as set forth in that clause. Accordingly, (x) Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (1) through (7) of the second paragraph of Section 4.07 will reduce the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07; provided, however, that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced below zero solely as a result of such Restricted Payments, but may be reduced below zero as a result of Consolidated EBITDA for the purpose of clause (iii)(a) of the second paragraph of Section 4.07 being understood that no actions taken by negative, and (or omissions ofy) the Issuer or any items specified in subclauses (a) through (c) of its Restricted Subsidiaries clause (iii) of the second paragraph of Section 4.07 that occur during the suspension period Suspension Period will increase the amount available to be made as Restricted Payments under clause (iii) of the second paragraph of Section 4.07. Any Unrestricted Subsidiary that was designated as such during any Suspension Period that is a Subsidiary of the Company on the Reversion Date shall constitute be deemed to be a Restricted Subsidiary on the corresponding Reversion Date and such designation shall not be deemed a Default or an Event of Default under this Indenture. For purposes of Sections 3.09 and 4.11, on the Suspended Covenants. FurthermoreReversion Date, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments unutilized Excess Proceeds will be made in accordance with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Datereset to zero.

Suspension of Covenants. (a) During any period of time following the issuance of the Initial Notes that (i) the Notes Securities have a Xxxxx’x rating of “Baa3” equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or, if one or both shall not make a rating on the Securities publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company that shall be substituted for Xxxxx’x or S&P or both, as the case may be (Xxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an S&P equivalent rating of “BBB-” by such other agency or higher agencies, as the case may be (eachany such rating, an “Investment Grade Rating”), and (ii) and no Default has occurred and is then continuingcontinuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer Company and the Restricted Subsidiaries will shall not be subject to the following covenants: provisions of this Indenture: (i) Section 4.10, 4.4; (ii) Section 4.11, 4.3; (iii) Section 4.13; (iv) Section 4.12, Section 4.13, Section 4.16, ; (v) Section 4.18, ; and (vi) Section 4.20, Section 4.21 and Section 5.01(a)(3) 5.1(a)(ii). (collectively, the “Suspended Covenants”). . Upon the occurrence of a Covenant Suspension Event, the amount of Net Proceeds Offer Amount with respect to any applicable Asset Sale shall be set at zero at such date (b) the “Suspension Date”). In the event that the Issuer Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, subsequently, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies, as applicable, Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Notes such that the Notes do not have Securities below an Investment Grade RatingRating or a Default occurs and is continuing, then the Issuer Company and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, but only with respect to events after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be subject to Section 4.4. To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.4, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it being understood that no actions taken by is classified as permitted under clause (or omissions of3) of the definition of “Permitted Indebtedness.” (c) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.3 will be made as though Section 4.3 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.3. (d) The Company shall give the Trustee notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Company may not designate a Subsidiary as an Unrestricted Subsidiary. (f) Notwithstanding the foregoing, neither (1) the Issuer continued existence, after the Reversion Date, of facts and circumstances or obligations that occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any of its Restricted Subsidiaries during the suspension period such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or cause a Default hereunder; provided that (i) the Company and the Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Event of Default under Investment Grade Rating and (ii) the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon Company reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Date.

Suspension of Covenants. (a) During any period of time following the issuance of the Initial Notes that (i) the Notes have a Xxxxx’x rating of “Baa3” equal to or higher than Baa3 (or the equivalent) by Mxxxx’x and BBB- (or the equivalent) by S&P, or, if either or both shall not make a rating on the Notes publicly available, from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Mxxxx’x or S&P or both, as the case may be (Mxxxx’x, S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an S&P equivalent rating of “BBB-” by such other agency or higher agencies, as the case may be (eachany such rating, an “Investment Grade Rating”), and (ii) and no Default has occurred and is then continuingcontinuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries will shall not be subject to the following covenants: provisions of this Indenture: (1) Section 4.07; (2) Section 4.08; (3) Section 4.10, ; (4) Section 4.11, ; (5) Section 4.12, Section 4.13, Section 4.16, ; (6) Section 4.18, ; and (7) Section 4.20, Section 4.21 and Section 5.01(a)(35.01(a)(iii) (collectively, the “Suspended Covenants”). . Upon the occurrence of a Covenant Suspension Event, the amount of Net Available Proceeds with respect to any applicable Asset Sale shall be set at zero at such date (b) the “Suspension Date”). In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence andforegoing, subsequently, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies, as applicable, Agencies withdraws its ratings Investment Grade Rating or downgrades the ratings rating assigned to the Notes such that the Notes do not have below an Investment Grade RatingRating or a Default occurs and is continuing, then the Issuer and the Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants, but only with respect to events after the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. (b) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be subject to Section 4.07. To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.07, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it being understood is classified as permitted under Section 4.07(b)(3). (c) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.08 will be made as though Section 4.08 had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will be deemed to have been permitted but will reduce the amount available to be made as Restricted Payments under Section 4.08(a). (d) The Issuer shall give the Trustee notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after such Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Issuer shall give the Trustee notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. (e) During a Suspension Period, the Issuer may not designate a Subsidiary as an Unrestricted Subsidiary under Section 4.16. (f) Notwithstanding the foregoing, neither (1) the continued existence, after the Reversion Date, of facts and circumstances or obligations that no actions taken by occurred, were incurred or otherwise came into existence during a Suspension Period nor (2) the performance of any such obligations, shall constitute a breach of any Suspended Covenant set forth in this Indenture or omissions ofcause a Default hereunder, provided that (i) the Issuer or any of its and the Restricted Subsidiaries during did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the suspension period shall constitute a Default applicable Rating Agency below an Investment Grade Rating and (ii) the Issuer reasonably believed that such incurrence or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon actions would not result in such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Date.

Suspension of Covenants. (a) During any period of time that If (i) the Notes have a Xxxxx’x rating of “Baa3” or higher and an S&P rating of “BBB-” or higher (each, an “Investment Grade Rating”Ratings from both Rating Agencies and (ii) and no Default has occurred and is then continuingcontinuing under this Indenture then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.14 and 4.16 hereof and clause (iv) of Section 5.01(a) hereof shall not be applicable to the Notes. (b) In addition, during any period of time that (i) the Notes of a series have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the its Restricted Subsidiaries will not be subject to the following covenants: Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.16, Section 4.18, Section 4.20, Section 4.21 and Section 5.01(a)(3) 4.13 herein (collectively, the “Suspended CovenantsCovenant”). (b) . In the event that the Issuer and the its Restricted Subsidiaries are not subject to the Suspended Covenants Covenant under this Indenture for any period of time as a result of the preceding sentence andforegoing, subsequently, and on any subsequent date (the “Reversion Date”) one or both of the Rating AgenciesAgencies (x) withdraw their Investment Grade Rating or downgrade the rating assigned to such series of Notes below an Investment Grade Rating and/or (y) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, as applicable, withdraws such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its ratings Investment Grade Rating or downgrades downgrade the ratings assigned to the such series of Notes such that the Notes do not have below an Investment Grade Rating, then the Issuer and the its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by (or omissions of) the Issuer or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default Covenant under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations this Indenture with respect to Restricted Payments will be made future events, including, without limitation, a proposed transaction described in accordance with the terms clause (y) of the covenant described above under Section 4.11 as though such covenant had been in effect during the entire period of time from the Issue Datethis paragraph.