Common use of Changes in Covenants upon Notes Being Rated Investment Grade Clause in Contracts

Changes in Covenants upon Notes Being Rated Investment Grade. (a) If, with respect to the Notes, on any date following the date of this Indenture (1) the Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing (the foregoing conditions being referred to collectively as the “Suspension Condition”), then, beginning on that day and subject to the provisions of Section 4.19(b), the following covenants will be suspended: Sections 4.07, 4.08, 4.09, 4.10(d), 4.11 and 5.01(a)(iv) (collectively, the “Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” (c) If the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoing and, subsequently, one or both Rating Agencies withdraw their Investment Grade rating or downgrade the Investment Grade rating assigned to the Notes such that the Notes are no longer rated Investment Grade by both Rating Agencies, then the Company and each of its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms Section 4.07 as if such covenant had been in effect during the entire period of time from the date of this Indenture; provided, further, that no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, for the Notes or the related Guarantees with respect to the Suspended 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 Notes attain the required ratings and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligations arising prior to the reinstatement of the Suspended Covenants, regardless of whether those actions or events would have been permitted if the applicable covenant had remained in effect during such period.

Changes in Covenants upon Notes Being Rated Investment Grade. (a) If, with respect to the Notes, If on any date following the date of this Indenture (1) the Notes are rated Investment Grade by both either of the Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing (the foregoing conditions being referred to collectively as the “Suspension Condition”)continuing, then, beginning on that day and subject to the provisions of Section 4.19(b), the following covenants will be suspended: Sections 4.06, 4.07, 4.08, 4.09, 4.10(d), 4.11 4.11, 4.17 and 5.01(a)(iv) (collectively, the “Suspended Covenants”). (b) During any period that the foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the second sentence of the definition of “Unrestricted SubsidiarySuspended Covenants were not suspended.” (c) If the Company and its Restricted Subsidiaries are not subject to Notwithstanding that the Suspended Covenants with respect may be reinstated, no Default or Event of Default will be deemed to the Notes for any period of time have occurred as a result of a failure to comply with the foregoing and, subsequently, one or both Rating Agencies withdraw their Investment Grade rating or downgrade Suspended Covenants during the Investment Grade rating assigned to Suspension Period (as defined below). In the Notes such event that the Notes are no longer rated Investment Grade by both either of the Rating AgenciesAgencies and an Event of Default shall have occurred and be continuing, then the Company and each of its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade covenants set forth in Section 4.19(a) will be calculated reinstituted as of and from the date on which the Notes are no longer rated Investment Grade and an Event of Default has occurred and is continuing (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Indebtedness) and Preferred Stock issued during the Suspension Period will be deemed to have been incurred or issued in accordance with reliance on the terms exception provided by Section 4.09(b)(iii). Calculations under the reinstated Section 4.07 will be made as if such covenant Section 4.07 had been in effect during prior to, but not during, the entire period of time from the date of this Indenturethat Section 4.07 was suspended as set forth above; provided, furtherfor the sake of clarity, that no Default, Event of Default or breach of any kind default will be deemed to exist have occurred solely by reason of a Restricted Payment made while that covenant was suspended. For purposes of determining compliance with the covenant described above under this IndentureSection 4.10(d), for the Notes or the related Guarantees Excess Proceeds from all Asset Sales not applied in accordance with respect Section 4.10(d) will be deemed to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries will bear any liability for, any actions taken or events occurring be reset to zero after the Notes attain the required ratings Reversion Date. (d) The Company and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time pursuant to its Restricted Subsidiaries may honor any contractual obligations arising prior commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the reinstatement Suspension Period and not in contemplation of a reversion of the Suspended Covenants, regardless . (e) The Company shall provide an Officers’ Certificate to the Trustee indicating the commencement of whether those actions any Suspension Period or events would have been permitted if the applicable covenant had remained in effect during such periodReversion Date.