Common use of SECTION AMENDMENT, SUSPENSION Clause in Contracts

SECTION AMENDMENT, SUSPENSION. This Agreement may be amended or terminated at any time by written amendment or agreement signed by both parties; provided, however, that except as set forth in the next succeeding sentence, no amendment to the Agreement which adversely affects the rights of Subsidiary or any Lender and no termination of this Agreement shall be effective as to Subsidiary or any Lender until such time as all Debt owing to such Lender by Subsidiary on the date of such amendment or termination shall have been paid in full and such Lender's Commitment (as defined in the Credit Agreement) shall have been terminated, unless such Lender shall consent in writing to the contrary. Notwithstanding the foregoing, Parent's obligations under this Agreement shall be suspended and shall be of no force and effect as to the parties hereto and as to all Lenders if and for so long as (i) Subsidiary shall have (A) a long-term debt rating of not less than "A-" from Standard & Poor's Corporation or its successor ("S&P) or a long-term debt rating of not less than "A3" from Mood▇'▇ ▇▇▇estors Service or its successor ("MOODY'S") or (B) a short-term debt rating of not less than "A-2" from S&P or a short-term debt rating of not less than "Prime-2" from Moody's and (ii) Parent shall have submitted a written request to the Subsidiary that its obligations under this Agreement be so suspended (with a copy to the Administrative Agent) and shall not have revoked such request in writing. Parent covenants that it will revoke any such request to the extent that the suspension of Parent's obligations under this Agreement has an adverse effect on any debt rating of Subsidiary. For purposes of this Section 5, ratings shall be based upon unsecured non-credit enhanced debt of Subsidiary.

SECTION AMENDMENT, SUSPENSION. This Agreement may be amended or terminated at any time by written amendment or agreement signed by both parties; provided, however, that except as set forth in the next succeeding sentence, no amendment to the Agreement which adversely affects the rights of Subsidiary or any Lender and no termination of this Agreement shall be effective as to Subsidiary or any Lender until such time as all Debt owing to such Lender by Subsidiary on the date of such amendment or termination shall have been paid in full and such Lender's Commitment (as defined in the Credit Agreement) shall have been terminated, unless such Lender shall consent in writing to the contrary. Notwithstanding the foregoing, Parent's obligations under this Agreement shall be suspended and shall be of no force and effect as to the parties hereto and as to all Lenders if and for so long as (i) Subsidiary shall have (A) a long-term debt rating of not less than "A-" from Standard & Poor's Corporation or its successor ("S&P) or a long-term debt rating of not less than "A3" from Mood▇'▇ ▇▇▇estors Service or its successor ("MOODY'SMOOD▇'▇") or ▇r (B) a short-term debt rating of not less than that "A-2" from S&P or a short-term debt rating of not less than "Prime-2" from SIGNATURE PAGE TO CREDIT AGREEMENT 107 Moody's and (ii) Parent shall have submitted a written request to the Subsidiary that its obligations under this Agreement be so suspended (with a copy to the Administrative Agent) and shall not have revoked such request in writing. Parent covenants that it will revoke any such request to the extent that the suspension of Parent's obligations under this Agreement has an adverse effect on any debt rating of Subsidiary. For purposes of this Section 5, ratings shall be based upon unsecured non-credit enhanced debt of Subsidiary.