Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or and Xxxxx’x is an Investment Grade Rating, (b) no Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions matters specified in clauses (a) and (b) of this sentencesentence as of the date of such certificate, the Company and its Restricted Subsidiaries following provisions will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture suspended (collectively, the “Suspended Covenants”): Section 3.09, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.17, Section 4.20, and Section 5.01(a)(iv); provided, however. However, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either both S&P or and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein in this Indenture (each such date of reinstatement being the “Reinstatement Date”). The Issuers shall give prompt notice to the Trustee of any Reinstatement Date. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants Section 4.07 had been in effect during the entire period since of time from which the Issue DateNotes are issued; provided that no Default or Event of Default shall be deemed to have occurred as a result of any failure to comply with any Suspended Covenant that occurs during any period during which such Suspended Covenants are not in effect.

Covenant Suspension. If at on any time date (a) the rating assigned to the Notes by either both S&P or and Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, then beginning on such date the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to the definition of Unrestricted Subsidiary. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either both S&P or and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”), and the Company shall give written notice to the Trustee of any such withdrawal or downgrade. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the entire period since of time from which the Issue DateNotes are issued.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 4.18 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, clauses (1)(a) and (3) of Section 4.17, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Initial Issuance Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’xMoody’s, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Promptly upon the occurrence thereof, the Company shall provide the Trustee and the Holders with written notice of any Suspended Covenants and any Reinstatement Date. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating Notes are assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, Rating by both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentencehereunder, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.093.3, 4.073.4, 4.083.6, 4.093.7, 4.103.8, 4.113.11, 4.16, 3.12 and clause (d) of the first paragraph of Section 5.01 of this Indenture 4.1 hereof (collectively, collectively the “Suspended Covenants”); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspendedterminated, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating Ratings so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’xboth Rating Agencies, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture 3.4 as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating Notes are assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, Rating by both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentencehereunder, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.093.3, 4.073.4, 4.083.6, 4.093.7, 4.103.8, 4.113.11, 4.16, 3.12 and clause (d) of Section 4.1 hereof (collectively the first paragraph of Section 5.01 of this Indenture (collectively, the “"Suspended Covenants”"); provided, however, that the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspendedterminated, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating Ratings so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’xboth Rating Agencies, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “"Reinstatement Date”"). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture 3.4 as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Moody’s xx xx Xnvestment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 4.18 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, clauses (1)(a) and (3) of Section 4.17, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’xMoody’s, the Company xxx Xxmpany and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Initial Issuance Date.

Covenant Suspension. If Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a) the rating assigned Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by either S&P or Xxxxx’x is an Investment Grade Ratingthe Company as a replacement agency), and (b) no Default has or Event of Default under this Indenture shall have occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentencecontinuing, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.164.16(a)(1), 4.16(c), and clause (d4.19 and 5.01(a)(4) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company will be suspended and its Restricted Subsidiaries will remain subject no Default or Event of Default shall result from any failure to all comply with any of the other provisions of this Indenturesuch Sections. After During any period that the foregoing covenants Sections have been suspended, the Board of Directors of the Company may not designate any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries pursuant to Section 4.19 hereof or clause (2) of the definition of “Unrestricted Subsidiary”. ThereafterNotwithstanding the foregoing, if either S&P or Xxxxx’x withdraws its ratings or downgrades the ratings assigned to on any subsequent date, the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating cease to maintain ratings of at least Baa3 or BBB- from either S&P or Xxxxx’xXxxxx’x and S&P, respectively, the Company foregoing covenants will be reinstituted as of and its Restricted Subsidiaries will thereafter again be subject to from the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being such rating decline. Calculations under the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date reinstated Section 4.07 hereof will be calculated in accordance with the terms of made as if Section 4.07 of this Indenture as though such covenants hereof had been in effect during the period since the Issue Datedate of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 4.18 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Initial Issuance Date.

Covenant Suspension. (a) If at any time (ai) the rating assigned to the Notes by either both S&P or and Xxxxx’x is an Investment Grade Rating, (bii) no Default has occurred and is continuing under this Indenture continuing, and (ciii) the Issuers have delivered to the Trustee an Officers’ Officer’s Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentencesubclauses (i) and (ii), the Company ARP and its Restricted Subsidiaries will no longer not be subject to the provisions of Section 4.08 (other than the provisions set forth in Section 4.08(d) permitting a Restricted Subsidiary to be designated as an Unrestricted Subsidiary), Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.164.12, 4.15 and clause (d5.01(a)(iii) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, provided however, the Company ARP and its Restricted Subsidiaries will remain subject to all the provisions of Sections 4.06, 4.10, 4.13, 4.18 and 5.01 (other than clause (a)(iii) thereof) of this Indenture and provided further, that if ARP and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the other provisions preceding portion of this Indenture. After the foregoing covenants have been suspendedsentence and, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereaftersubsequently, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating Ratings so that the Notes do not have an Investment Grade Rating from either both S&P or and Xxxxx’x, or a Default (other than with respect to the Company Suspended Covenants) occurs and is continuing, ARP and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either both S&P or and Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 4.19 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.164.17, clauses (1)(a) and (3) of Section 4.18, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either both S&P or and Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Initial Issuance Date.

Covenant Suspension. If at During any period (the "Suspension Period") that the 7 5/8% Notes have a rating equal to or higher than BBB- by S&P and Baa3 by Moody's ("Investment Grade Ratings") and no Default has xxxxxxed and is continuing, we and our Restricted Subsidiaries will not be subject to the following covenants set forth in Sections 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 4.18, and clauses (d) and (e) of Section 10.01 (collectively, the "Suspended Covenants"). In the event that we and our Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time (a) as a result of the preceding sentence, and subsequently one or both of S&P and Moody's downgrades the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Ratingbelow BBB-, (b) no Default has occurred in the case of S&P, and is continuing under this Indenture below Baa3, in the case of Moody's, then we and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentence, the Company and its our Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’x, the Company and its Restricted Subsidiaries will thereafter txxxxxxxer again be subject to the Suspended Covenants, Covenants (subject to subsequent suspension if the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”Notes again receive Investment Grade Ratings). Compliance Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants with during any Suspension Period. With respect to Restricted Payments proposed to be made after the Reinstatement Date time of such a downgrade, the permissibility of proposed Restricted Payments will be calculated in accordance with the terms of Section 4.07 of this Indenture 4.12 as though such covenants covenant had been in effect during the period since the Issue Date.

Covenant Suspension. If at any time (a) the rating assigned to the Notes by either S&P or Xxxxx’x is an Investment Grade Rating, (b) no Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate specifying its election to suspend covenants in accordance with this Section 4.17 4.18 and certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and clause (d) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture. After the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereafter, if either S&P or Xxxxx’x Moody’s withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating so that the Notes do not have an Investment Grade Rating from either S&P or Xxxxx’xMoody’s, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein (each such date of reinstatement being the “Reinstatement Date”). Promptly upon the occurrence thereof, the Company shall provide the Trustee and the Holders with written notice of any Suspended Covenants and any Reinstatement Date. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Initial Issuance Date.

Covenant Suspension. (a) If at any time from and after the Escrow Assumption (ai) the rating assigned to the Notes by either both S&P or and Xxxxx’x is an Investment Grade Rating, (bii) no Default has occurred and is continuing under this Indenture continuing, and (ciii) the Issuers have delivered to the Trustee an Officers’ Officer’s Certificate specifying its election to suspend covenants in accordance with this Section 4.17 and certifying to the foregoing provisions of this sentencesubclauses (i) and (ii), the Company ARP and its Restricted Subsidiaries will no longer not be subject to the provisions of Section 4.08 (other than the provisions set forth in Section 4.08(d) permitting a Restricted Subsidiary to be designated as an Unrestricted Subsidiary), Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.164.12, 4.15 and clause (d5.01(a)(iii) of the first paragraph of Section 5.01 of this Indenture (collectively, the “Suspended Covenants”); provided, however, the Company ARP and its Restricted Subsidiaries will remain subject to all the provisions of Sections 4.06, 4.10, 4.13, 4.18 and 5.01 (other than clause (a)(iii) thereof) of this Indenture and provided, further, that if ARP and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the other provisions preceding portion of this Indenture. After the foregoing covenants have been suspendedsentence and, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Thereaftersubsequently, if either S&P or Xxxxx’x withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Rating Ratings so that the Notes do not have an Investment Grade Rating from either both S&P or and Xxxxx’x, or a Default (other than with respect to the Company Suspended Covenants) occurs and is continuing, ARP and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth herein in this Indenture (each such date of reinstatement being the “Reinstatement Date”). Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of Section 4.07 of this Indenture as though such covenants had been in effect during the period since the Issue Date.