Common use of Suspension of Covenants Clause in Contracts

Suspension of Covenants. If on any date following the Eighth Amendment Closing Date (i) the Investment Grade Condition is satisfied and (ii) no Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, the Borrower and the other Loan Parties shall not be subject to the covenants set forth in Sections 7.12 and clauses (e) and (f) of Section 8.6 (collectively, the “Suspended Covenants”). In the event that the Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Investment Grade Condition is no longer satisfied, then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future events. The period of time between the Suspension Date and the Reversion Date is the “Suspension Period”. Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or events that occurred during the Suspension Period), and (2) following a Reversion Date the Borrower and any other Loan Party will be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period, or for any actions taken or events occurring at any time pursuant to any such commitment or obligation.

Suspension of Covenants. If on During any date following the Eighth Amendment Closing Date period of time that (i) the Securities of any series have Investment Grade Condition is satisfied Ratings from at least two (2) of the three (3) Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” ”), with respect to such series, IRSA and the date thereof being referred to as the “Suspension Date”) then, the Borrower and the other Loan Parties shall its Restricted Subsidiaries will not be subject to the covenants set forth in provisions described under Sections 7.12 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and clauses (e) and (f) of Section 8.6 3.24 (collectively, the “Suspended Covenants”). In the event that the Borrower IRSA and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Condition is Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer satisfiedhave Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then the Borrower with respect to such series IRSA and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Default or Event of Default or breach under any series of any kind Securities will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period).) On the Reversion Date, and (2) following a Reversion Date all Indebtedness incurred during the Borrower and any other Loan Party Suspension Period will be permitted, without causing a Default, Event classified to have been Incurred pursuant to the first (1st) paragraph of Default or breach Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such the Reversion Date and after giving effect to consummate Indebtedness incurred prior to the transactions contemplated therebySuspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first (1st) paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.17 will be made as though the covenants described under Section 3.17 had been in effect since the Issue Date and shall have no liability for any actions taken or events that occurred throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period, or for any actions taken or events occurring at any time pursuant Period will reduce the amount available to any such commitment or obligationbe made as Restricted Payments under the first (1st) paragraph of Section 3.17.

Suspension of Covenants. If on During any date following period of time that the Eighth Amendment Closing Date (i) the Securities of any Series achieve Investment Grade Condition is satisfied Ratings from at least two of the three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i‎(i) and (ii‎(ii) being collectively referred to as a “Covenant Suspension Event” and ”), with respect to the date thereof being referred to as the “Suspension Date”) thenSecurities of such Series, the Borrower and the other Loan Parties shall IRSA PC will not be subject to the covenants set forth in provisions described under Sections 7.12 ‎3.16, 3.17; and clauses (e) and (f) of Section 8.6 ‎3.19 (collectively, the “Suspended Covenants”). In the event that the Borrower IRSA PC and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Condition is Rating or downgrades its rating assigned to the Securities of the affected Series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such Series no longer satisfiedhave Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then the Borrower and its Restricted Subsidiaries with respect to such Series of Securities IRSA PC will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Default or Event of Default or breach under any Series of any kind Securities will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period). On the Reversion Date, and (2) following a Reversion Date all Indebtedness incurred during the Borrower and any other Loan Party Suspension Period will be permitted, without causing a Default, Event classified to have been Incurred pursuant to the first paragraph of Default or breach ‎Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such the Reversion Date and after giving effect to consummate Indebtedness incurred prior to the transactions contemplated therebySuspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first paragraph of ‎Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause ‎(f) of the second paragraph of ‎Section 3.16. IRSA PC shall promptly notify the Trustee in writing of the occurrence of any Covenant Suspension Event pursuant to this ‎Section 3.15. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. IRSA PC shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reversion Date. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect. The Trustee will have no liability for obligation to (i) independently determine or verify if any of the events described in this ‎Section 3.15 have occurred, (ii) make any determination regarding the impact of actions taken or events that occurred during the Suspension Period, Period on IRSA PC’ s or for any actions taken of its Subsidiary’s future compliance with their covenants or events occurring at any time pursuant to any such commitment (iii) notify the Holders of the commencement of the Suspension Period or obligationthe Reversion Date.

Suspension of Covenants. If on any date following Following the Eighth Amendment Closing Date first day (ithe “Suspension Date”) that (a) the Notes have an Investment Grade Condition is satisfied Rating from both Xxxxx’x and S&P, and (iib) no Default has occurred and is continuing under this Agreement (continuing, Holdings, the occurrence Company and all of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, the Borrower and the other Loan Parties shall Restricted Subsidiaries will not be subject to the covenants set forth in Sections 7.12 3.2, 3.3, 3.4, 3.5, 3.8 and clauses (e4.1(a)(4) and (f) of Section 8.6 (collectively, the “Suspended Covenants”). In the event that Holdings, the Borrower Company and its the Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the one or both of Xxxxx’x and S&P withdraws its Investment Grade Condition is no longer satisfiedRating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then Holdings, the Borrower Company and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of Period. On the Reversion Date, all Indebtedness Incurred during the Suspension Period or will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(3). Calculations made after that time arising out the Reversion Date of actions taken or events that occurred during the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period), . The Company will notify the Trustee in an Officers’ Certificate of a Suspension Date and (2) following of a Reversion Date Date, promptly after the Borrower and any other Loan Party will be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period, or for any actions taken or events occurring at any time pursuant to any such commitment or obligationoccurrence thereof.

Suspension of Covenants. If on During any date following period of time that the Eighth Amendment Closing Date (i) the Securities of any Series achieve Investment Grade Condition is satisfied Ratings from at least two of the three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and ”), with respect to the date thereof being referred to as the “Suspension Date”) thenSecurities of such Series, the Borrower and the other Loan Parties shall IRSA PC will not be subject to the covenants set forth in provisions described under Sections 7.12 3.16, 3.17; and clauses (e) and (f) of Section 8.6 3.19 (collectively, the “Suspended Covenants”). In the event that the Borrower IRSA PC and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Condition is Rating or downgrades its rating assigned to the Securities of the affected Series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such Series no longer satisfiedhave Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then the Borrower and its Restricted Subsidiaries with respect to such Series of Securities IRSA PC will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Default or Event of Default or breach under any Series of any kind Securities will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period). On the Reversion Date, and (2) following a Reversion Date all Indebtedness incurred during the Borrower and any other Loan Party Suspension Period will be permitted, without causing a Default, Event classified to have been Incurred pursuant to the first paragraph of Default or breach Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such the Reversion Date and after giving effect to consummate Indebtedness incurred prior to the transactions contemplated therebySuspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first paragraph of Section 3.16 such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second paragraph of Section 3.16. IRSA PC shall promptly notify the Trustee in writing of the occurrence of any Covenant Suspension Event pursuant to this Section 3.15. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect. IRSA PC shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reversion Date. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect. The Trustee will have no liability for obligation to (i) independently determine or verify if any of the events described in this Section 3.15 have occurred, (ii) make any determination regarding the impact of actions taken or events that occurred during the Suspension Period, Period on IRSA PC’ s or for any actions taken of its Subsidiary’s future compliance with their covenants or events occurring at any time pursuant to any such commitment (iii) notify the Holders of the commencement of the Suspension Period or obligationthe Reversion Date.

Suspension of Covenants. If on any From and after the date following the Eighth Amendment Closing Date that (ii)(x) the Investment Grade Condition is satisfied or (y) the Total Indebtedness to EBITDA Ratio 183 calculated as of the last day of any fiscal quarter is less than 3.253.50 to 1.00 (clause (x) and clause (y), each, a “Suspension Trigger”) and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) thenAgreement, the Borrower and the other Loan Parties shall not be subject to the covenants set forth in Sections 7.12 7.01, 7.02, 7.04 and clauses 7.07, and clause (e) and (fd)(ii) of Section 8.6 7.06 (collectivelysuch covenants, the “Suspended Covenants”). In the event that ) and, in each case, any related default provision will cease to be effective and will not be applicable to the Borrower and its Restricted Subsidiaries the other Loan Parties (such period during which covenants are not subject suspended, the “Suspension Period”). The Borrower shall deliver to the Administrative Agent an officer’s certificate certifying that a Suspension Trigger has occurred. The Suspension Period shall end and the Suspended Covenants under this Agreement for any period of time as a result of shall be reinstated from and after the foregoing, and on any subsequent date (the “Reversion Date”) when (i) the Investment Grade Condition Suspension Trigger which triggered the Suspension Period ceases to be satisfied (it being understood that in the case of clause (y) thereof it shall only be tested as of the last day of a fiscal quarter) and (ii) no other Suspension Trigger is satisfied; provided further that no longer satisfied, action taken during a Suspension Period in compliance with the covenants then applicable will require reversal or constitute a Default or Event of Default in the Borrower and its Restricted Subsidiaries will thereafter again be subject to event that the Suspended Covenants under this Agreement are subsequently reinstated or suspended, as the case may be. In the event of any reinstatement of the Suspended Covenants on a Reversion Date, (i) with respect to future events. The period of time between Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 7.02 had been in effect prior to, but not during, the Suspension Date Period; (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.01(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.04(b)(8); and (iv) any encumbrance or restriction on the Reversion Date ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 7.07(a)(i) through (iii) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 7.07(b)(1). During the “Suspension Period”, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 7.01 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or events that occurred during the Suspension Period), and (2) following a Reversion Date the Borrower and any other Loan Party will . No subsidiary may be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred designated as an Unrestricted Subsidiary during the Suspension Period, or unless such designation would have complied with the definition of “Permitted Investments” of this Agreement as if such provisions would have been in effect for any actions taken or events occurring at any time pursuant the purposes of designating 184 Unrestricted Subsidiaries from the Second Amendment Closing Date to any the date of such commitment or obligationdesignation.

Suspension of Covenants. If on any From and after the first date following the Eighth Amendment Closing Date Issue Date, or following the most recent Reversion Date, that (i) the Notes have Investment Grade Condition is satisfied Ratings from two out of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Agreement Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then), the Borrower Issuer and the other Loan Parties its Restricted Subsidiaries shall not be subject to the covenants set forth in Sections 7.12 provisions of Section 4.1(c), and clauses clause (e) and (fiv) of the first paragraph of Section 8.6 4.3 (collectively, the “Suspended Covenants”). ; In the event that the Borrower Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes have Investment Grade Condition is no longer satisfiedRatings from fewer than two out of three Rating Agencies, then the Borrower Issuer and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended Covenants under this Agreement with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Default or Event of Default or breach of any kind will shall be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period). On the Reversion Date, and (2) following a Reversion Date the Borrower and any other Loan Party will be permittedall Indebtedness incurred, without causing a Defaultor Disqualified Stock issued, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period, Period shall be classified to have been incurred or for any actions taken or events occurring at any time issued pursuant to any the first paragraph of Section 4.1(c) or one of the clauses set forth in the second paragraph of Section 4.1(c) (to the extent such commitment Indebtedness would be permitted to be incurred or obligationissued thereunder as of the date of the incurrence and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date); provided that, to the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to the first or second paragraph of Section 4.1(c), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of the second paragraph of Section 4.1(c).

Suspension of Covenants. If on any From and after the date following the Eighth Amendment Closing Date that (ii)(x) the Investment Grade Condition is satisfied or (y) the Total Indebtedness to EBITDA Ratio calculated as of the last day of any fiscal quarter is less than 3.50 to 1.00 (clause (x) and clause (y), each, a “Suspension Trigger”) and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) thenAgreement, the Borrower and the other Loan Parties shall not be subject to the covenants set forth in Sections 7.12 7.01, 7.02, 7.04 and clauses 7.07, and clause (e) and (fd) of Section 8.6 7.06 (collectivelysuch covenants, the “Suspended Covenants”). In the event that ) and, in each case, any related default provision will cease to be effective and will not be applicable to the Borrower and its Restricted Subsidiaries the other Loan Parties (such period during which covenants are not subject suspended, the “Suspension Period”). The Borrower shall deliver to the Administrative Agent an officer’s certificate certifying that a Suspension Trigger has occurred. The Suspension Period shall end and the Suspended Covenants under this Agreement for any period of time as a result of shall be reinstated from and after the foregoing, and on any subsequent date (the “Reversion Date”) when (i) the Investment Grade Condition Suspension Trigger which triggered the Suspension Period ceases to be satisfied (it being understood that in the case of clause (y) thereof it shall only be tested as of the last day of a fiscal quarter) and (ii) no other Suspension Trigger is satisfied; provided further that no longer satisfied, action taken during a Suspension Period in compliance with the covenants then applicable will require reversal or constitute a Default or Event of Default in the Borrower and its Restricted Subsidiaries will thereafter again be subject to event that the Suspended Covenants under this Agreement are subsequently reinstated or suspended, as the case may be. In the event of any reinstatement of the Suspended Covenants on a Reversion Date, (i) with respect to future events. The period of time between Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 7.02 had been in effect prior to, but not during, the Suspension Date Period; (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.01(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.04(b)(8); and (iv) any encumbrance or restriction on the Reversion Date ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 7.07(a)(i) through (iii) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 7.07(b)(1). During the “Suspension Period”, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 7.01 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or events that occurred during the Suspension Period), and (2) following a Reversion Date the Borrower and any other Loan Party will . No subsidiary may be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred designated as an Unrestricted Subsidiary during the Suspension Period, or unless such designation would have complied with the definition of “Permitted Investments” of this Agreement as if such provisions would have been in effect for any actions taken or events occurring at any time pursuant the purposes of designating Unrestricted Subsidiaries from the Second Amendment Closing Date to any the date of such commitment or obligationdesignation.

Suspension of Covenants. If on During any date following the Eighth Amendment Closing Date period of time that (i) the Securities of any series have Investment Grade Condition is satisfied Ratings from at least two (2) of the three (3) Rating Agenc ies and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred ”), with respect to as the “Suspension Date”) thensuch series, the Borrower and the other Loan Parties shall APSA will not be subject to the covenants set forth in provisions described under Sections 7.12 3.16 and clauses (e) and (f) of Section 8.6 3.18 (collectively, the “Suspended Covenants”). In the event that the Borrower and its Restricted Subsidiaries are APSA is not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Condition is Rating or downgrades its rating assigned to the Securities of the affected series below an Investment Grade Rating, and as a result of such withdrawal or downgrade, the Securities of such series no longer satisfiedhave Investment Grade Ratings from at least two (2) of the three (3) Rating Agencies, then the Borrower and its Restricted Subsidiaries with respect to such series APSA will thereafter again be subject to the Suspended Covenants under this Agreement with respect to future eventsCovenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Default or Event of Default or breach under any series of any kind Securities will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period). On the Reversion Date, and (2) following a Reversion Date all Indebtedness incurred during the Borrower and any other Loan Party Suspension Period will be permitted, without causing a Default, Event classified to have been Incurred pursuant to the first (1st) paragraph of Default or breach Section 3.16 (to the extent such Indebtedness would be permitted to be incurred thereunder as of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such the Reversion Date and after giving effect to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during Indebtedness incurred prior to the Suspension Period, or for any actions taken or events occurring at any time Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to any the first (1st) paragraph of Section 3.16 such commitment or obligationIndebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (f) of the second (2nd) paragraph of Section 3.16.

Suspension of Covenants. If on During any date following the Eighth Amendment Closing Date period of time that: (i1) the Notes have an Investment Grade Condition is satisfied Rating from each of the Rating Agencies and (ii2) no Default or Event of Default has occurred and is continuing under this Agreement Indenture (the occurrence of the events described in the foregoing clauses (i1) and (ii2) being collectively referred to as a “Covenant Suspension Event” ”), the Company and the Subsidiaries will not be subject to Section 1008 (the “Suspended Covenant”; the date thereof being referred to as of the occurrence of a Covenant Suspension Event, the “Suspension Date”) then). The Company shall provide prompt written notice to the Trustee of the occurrence of the Suspension Date. In the absence of such notice, the Borrower and the other Loan Parties Trustee shall assume that a Suspension Date has not be subject to the covenants set forth in Sections 7.12 and clauses (e) and (f) of Section 8.6 (collectively, the “Suspended Covenants”)occurred. In the event that the Borrower Company and its Restricted the Subsidiaries are not subject to the Suspended Covenants under this Agreement Covenant for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Condition is no longer satisfiedRating or downgrade the rating assigned to the Notes below an Investment Grade Rating and as a result at least one of the Rating Agencies has not assigned an Investment Grade Rating to the Notes, then the Borrower Company and its Restricted the Subsidiaries will thereafter again be subject to the Suspended Covenants under this Agreement Covenant with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period”. .” Notwithstanding that the Suspended Covenants Covenant may be reinstated, (1) no Default, Default or Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants Covenant during any the Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or based solely on events that occurred during the Suspension Period), and (2) following a Reversion Date the Borrower and any other Loan Party will be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period, or for any actions taken or events occurring at any time pursuant to any such commitment or obligation.

Suspension of Covenants. If on Following any date following the Eighth Amendment Closing Date day (ia "SUSPENSION DATE") that (a) the Notes have an Investment Grade Condition is satisfied Rating, (b) follows a date on which the Notes do not have an Investment Grade Rating, and (iic) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) thenIndenture, the Borrower Company and the other Loan Parties its Restricted Subsidiaries shall not be subject to the covenants set forth described in Sections 7.12 4.9, 4.10, 4.11, 4.12, 4.13 and clauses (e) and (f) of Section 8.6 4.14 (collectively, the “Suspended Covenants”"SUSPENDED COVENANTS"). In addition, the Subsidiary Guarantees of any Subsidiary Guarantors will also be suspended as of any Suspension Date. In the event that the Borrower Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes fail to have an Investment Grade Condition is no longer satisfiedRating, then the Borrower and its Restricted Subsidiaries will thereafter again be subject to immediately after such date (a "REVERSION DATE"), the Suspended Covenants under this Agreement will again be in effect with respect to future eventsevents and the Subsidiary Guarantees will be reinstated, unless and until a subsequent Suspension Date occurs. The period of time between the a Suspension Date and the a Reversion Date is the “Suspension Period”. referred to in this Indenture as a "SUSPENSION PERIOD." Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind default will be deemed to exist or have occurred as a result of any a failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any Suspension Period. On each Reversion Date, all Indebtedness incurred during immediately preceding Suspension Period will be deemed to have been incurred pursuant to the first paragraph of Section 4.12 or one of the clauses set forth in the second paragraph of Section 4.12 (or upon termination to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the first or second paragraph of Section 4.12, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is deemed as permitted under clause (h) of the second paragraph of Section 4.12. Calculations made after that time arising out the Reversion Date of actions taken or events that occurred the amount available to be made as Restricted Payments under Section 4.11 will be made as though the covenants described under Section 4.11 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period)Period will reduce the amount available to be made as Restricted Payments under clause (c) under Section 4.11, and the items specified in subclauses (2c)(i) following through (c)(iv) of the first paragraph of Section 4.11 will increase the amount available to be made under clause (c) thereof. For purposes of determining compliance with the first paragraph of Section 4.10, on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with Section 4.10 will be deemed to be reset to zero. Any event or occurrence described in the definition of the term "Change of Control" that occurs during a Suspension Period shall be deemed to not be a Change of Control at any time, regardless of whether a subsequent Reversion Date the Borrower and any other Loan Party will be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period, or for any actions taken or events occurring at any time pursuant to any such commitment or obligationoccurs.

Suspension of Covenants. If on any From and after the date following the Eighth Amendment Closing Date that (ii)(x) the Investment Grade Condition is satisfied or (y) the Total Indebtedness to EBITDA Ratio calculated as of the last day of any fiscal quarter is less than 3.25 to 1.00 (clause (x) and clause (y), each, a “Suspension Trigger”) and (ii) no Default or Event of Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) thenAgreement, the Borrower and the other Loan Parties shall not be subject to the covenants set forth in Sections 7.12 7.01, 7.02, 7.04 and clauses 7.07, and clause (e) and (fd)(ii) of Section 8.6 7.06 (collectivelysuch covenants, the “Suspended Covenants”). In the event that ) and, in each case, any related default provision will cease to be effective and will not be applicable to the Borrower and its Restricted Subsidiaries the other Loan Parties (such period during which covenants are not subject suspended, the “Suspension Period”). The Borrower shall deliver to the Administrative Agent an officer’s certificate certifying that a Suspension Trigger has occurred. The Suspension Period shall end and the Suspended Covenants under this Agreement for any period of time as a result of shall be reinstated from and after the foregoing, and on any subsequent date (the “Reversion Date”) when (i) the Investment Grade Condition Suspension Trigger which triggered the Suspension Period ceases to be satisfied (it being understood that in the case of clause (y) thereof it shall only be tested as of the last day of a fiscal quarter) and (ii) no other Suspension Trigger is satisfied; provided further that no longer satisfied, action taken during a Suspension Period in compliance with the covenants then applicable will require reversal or constitute a Default or Event of Default in the Borrower and its Restricted Subsidiaries will thereafter again be subject to event that the Suspended Covenants under this Agreement are subsequently reinstated or suspended, as the case may be. In the event of any reinstatement of the Suspended Covenants on a Reversion Date, (i) with respect to future events. The period of time between Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 7.02 had been in effect prior to, but not during, the Suspension Date Period; (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.01(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.04(b)(8); and (iv) any encumbrance or restriction on the Reversion Date ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 7.07(a)(i) through (iii) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 7.07(b)(1). During the “Suspension Period”, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 7.01 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any failure by the Borrower or any other Loan Party to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of actions taken or events that occurred during the Suspension Period), and (2) following a Reversion Date the Borrower and any other Loan Party will . No subsidiary may be permitted, without causing a Default, Event of Default or breach of any kind, to honor, comply with or otherwise perform any contractual commitments or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred designated as an Unrestricted Subsidiary during the Suspension Period, or unless such designation would have complied with the definition of “Permitted Investments” of this Agreement as if such provisions would have been in effect for any actions taken or events occurring at any time pursuant the purposes of designating Unrestricted Subsidiaries from the Second Amendment Closing Date to any the date of such commitment or obligationdesignation.