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Effectiveness of Covenants. The Indenture contains covenants including, among others, the covenants described below.
any period of time that: (a) the Notes have Investment Grade Ratings from both Rating Agencies, and (b) no Default has occurred and is continuing under the Indenture
(the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a "Covenant
Suspension Event"), the Company and its Restricted Subsidiaries will not be subject to either of the following provisions of the Indenture (collectively, the "Suspended Covenants"):
on Restricted Payments"; and
the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on
any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating,
then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events.
period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period." With respect to Restricted
Payments made after the Reversion Date, the amount of Restricted Payments made since the Issue Date will be calculated as though the covenant described under the heading
"Limitation on Restricted Payments" had been in effect during the Suspension Period. Any Subsidiary may be designated as an Unrestricted
Subsidiary during the Suspension Period.
the Suspension Period, the obligation to grant further guarantees will be suspended. Upon the Reversion Date, the obligation to grant guarantees pursuant to the covenant described
under the heading "Additional Subsidiary Guarantors" will be reinstated (and the Reversion Date will be deemed to be the date on which any
guaranteed Indebtedness was incurred for purposes of the covenant described under the heading "Additional Subsidiary Guarantors"). In
addition, any guarantees that were terminated as described under "Guarantees" will be required to be reinstated promptly and in no event
later than 30 days after the Reversion Date to the extent such guarantees would otherwise be required to be provided under the Indenture.
that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure to comply with the Suspended
Covenants during any Suspension Period and the Company and any Restricted Subsidiary will be permitted, following a Reversion Date, without causing a Default or Event of Default or breach of any of
the Suspended Covenants (notwithstanding the reinstatement thereof) under the Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a
Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby.
can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.
Limitation on Restricted Payments. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly:
or pay any dividend or make any other distribution or payment on or in respect of Capital Stock of the Company or any Restricted Subsidiary or make any
payment to the direct or indirect holders (in their capacities as such) of Capital Stock of the Company or any Restricted Subsidiary (other than dividends or distributions payable solely in Capital