Common use of Termination of Covenants and Guarantees Clause in Contracts

Termination of Covenants and Guarantees. (a) Section 4.10 (other than the portions thereof relating to the limitation on the obligations of each Guarantor under its Guarantee of the Notes and Article 10 of this Indenture as provided in Section 10.03 and the portions thereof relating to the termination and release of each Guarantor from its Guarantee of the Notes and from all of its obligations under its Guarantee of the Notes and this Indenture as provided in Section 10.05), Section 4.07 and clauses (2) and (4) of Section 5.01(a) (collectively, the “Terminated Covenants”) will automatically and permanently terminate and will be of no further force or effect, and the Company will be automatically and permanently released from all of its obligations thereunder, on and after any date (the “Covenant Termination Date”) that (A) (i) if there are two Applicable Rating Agencies on the Covenant Termination Date, the Notes have an Investment Grade Rating from both Applicable Rating Agencies or (ii) if there are three Applicable Rating Agencies on the Covenant Termination Date, the Notes have an Investment Grade Rating from at least two of the Applicable Rating Agencies and (B) no Default or Event of Default has occurred and is continuing with respect to the Notes and thereafter any omission to comply with any of the Terminated Covenants (or the Guarantees, if any, of the Notes, which Guarantees also shall be automatically and permanently terminated and released as set forth in Section 4.05(b)) shall not constitute a breach, Default or Event of Default under the Notes or this Indenture. (b) All of the Guarantees, if any, of the Notes will automatically and permanently terminate and will be of no further force or effect, and all of the obligations of the Guarantors, if any, under such Guarantees and this Indenture will be automatically and permanently released, on the Covenant Termination Date.

Termination of Covenants and Guarantees. (a) Section 4.10 (other than the portions thereof relating to the limitation on the obligations of each any Guarantor under its Guarantee of the Notes and Article 10 of this Indenture as provided in accordance with Section 10.03 and the portions thereof relating to the termination and release of each any Guarantor from its Guarantee of the Notes and from all of its obligations under its Guarantee of the Notes and this Indenture as provided in accordance with Section 10.05), Section 4.07 and clauses 4.07, Section 4.08, clause (2) and (4) of Section 5.01(a) (other than with respect to the Parent Guarantor) and clause (2) of the first paragraph Section 5.01(b) (collectively, the “Terminated Covenants”) will automatically and permanently terminate and will be of no further force or effect, and the Company Parent Guarantor and its Subsidiaries will be automatically and permanently released from all of its their obligations thereunder, on and after any date (the “Covenant Termination Date”) that (A) (i) if there are two Applicable Rating Agencies on the Covenant Termination Date, the Notes have an achieved Investment Grade Rating from both Applicable Rating Agencies or (ii) if there are three Applicable Rating Agencies on the Covenant Termination Date, the Notes have an Investment Grade Rating from at least two of the Applicable Rating Agencies Status and (B) no Default or Event of Default has occurred and is continuing with respect to the Notes and thereafter any omission to comply with any of the Terminated Covenants (or the Guarantees, if any, Guarantees (other than the Guarantee of the Parent Guarantor) of the Notes, which Guarantees also shall be automatically and permanently terminated and released as set forth in Section 4.05(b)) shall not constitute a breach, Default or Event of Default under the Notes or this Indenture. (b) All of the Guarantees, if any, Guarantees (other than the Guarantee of the Parent Guarantor) of the Notes will automatically and permanently terminate and will be of no further force or effect, and all of the obligations of the Guarantors, if any, Issue Date Subsidiary Guarantors under such Guarantees and this Indenture will be automatically and permanently released, on the Covenant Termination Date. (c) The Issuers shall deliver an Officers’ Certificate to the Trustee notifying the Trustee of the Covenant Termination Date promptly (but in no event later than ten Business Days) after such date, and the Trustee shall have no obligation to monitor or determine whether a Covenant Termination Date has occurred; provided that any failure by the Issuers to deliver any such Officers’ Certificate shall not constitute a Default or Event of Default or affect the automatic and permanent termination of the Terminated Covenants, the Guarantees (other than the Guarantee of the Parent Guarantor) of the Notes and the other obligations referred to in this Section 4.05.

Termination of Covenants and Guarantees. (a) Section 4.10 (other than the portions thereof relating to the limitation on the obligations of each any Guarantor under its Guarantee of the Notes and Article 10 of this Indenture as provided in accordance with Section 10.03 and the portions thereof relating to the termination and release of each any Guarantor from its Guarantee of the Notes and from all of its obligations under its Guarantee of the Notes and this Indenture as provided in accordance with Section 10.05), Section 4.07 and clauses (2) and (4) of Section 5.01(a) (collectively, the “Terminated Covenants”) will automatically and permanently terminate and will be of no further force or effect, and the Company will be automatically and permanently released from all of its obligations thereunder, on and after any date (the “Covenant Termination Date”) that (A) (i) if there are two Applicable Rating Agencies on the Covenant Termination Date, the Notes have an Investment Grade Rating from both Applicable Rating Agencies or (ii) if there are three Applicable Rating Agencies on the Covenant Termination Date, the Notes have an Investment Grade Rating from at least two of the Applicable Rating Agencies and (B) no Default or Event of Default has occurred and is continuing with respect to the Notes and thereafter any omission to comply with any of the Terminated Covenants (or the Guarantees, if any, of the Notes, which Guarantees also shall be automatically and permanently terminated and released as set forth in Section 4.05(b)) shall not constitute a breach, Default or Event of Default under the Notes or this Indenture. (b) All of the Guarantees, if any, of the Notes will automatically and permanently terminate and will be of no further force or effect, and all of the obligations of the Guarantors, if any, under such Guarantees and this Indenture will be automatically and permanently released, on the Covenant Termination Date. (c) The Company shall deliver an Officers’ Certificate to the Trustee notifying the Trustee of the Covenant Termination Date promptly (but in no event later than ten Business Days) after such date, and the Trustee shall have no obligation to monitor or determine whether a Covenant Termination Date has occurred; provided that any failure by the Company to deliver any such Officers’ Certificate shall not constitute a Default or Event of Default or affect the automatic and permanent termination of the Terminated Covenants, the Guarantees (if any) of the Notes and the other obligations referred to in this Section 4.05.