Common use of Covenant Suspension Clause in Contracts

Covenant Suspension. During any period of time that (i) the Notes have Investment Grade ratings from at least two (2) Rating Agencies and (ii) no Default has occurred and is continuing under this 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”), the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 and Section 4.17 will not be applicable to the Notes (collectively, the “Suspended Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company and its Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have an Investment Grade rating from any two (2) Rating Agencies, then the Company and its Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that:

Covenant Suspension. During any period of time that (i) the Notes have Investment Grade ratings from at least two (2) Rating Agencies and (ii) no Default has occurred and is continuing under this 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”), the covenants specifically listed in Section 4.12, Section 4.13 , ,Section 4.15, Section 4.16 and Section 4.17 will not be applicable to the Notes (collectively, the “Suspended Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. 2030.‌‌ In the event that the Company and its Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have an Investment Grade rating from any two (2) Rating Agencies, then the Company and its Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that:

Covenant Suspension. During Notwithstanding any period provision of this Indenture or of the Notes to the contrary, if at any time that following the date of this Indenture (ia) the Notes have Investment Grade ratings are rated Baa3 or better by Xxxxx’x or 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 at least two (2any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) Rating Agencies of the Exchange Act selected by the Company as a replacement agency) and (iib) no Default has or Event of Default shall have occurred and is continuing under this Indenture (then upon delivery by the occurrence Company to the Trustee of an Officers’ Certificate certifying to such events, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17 and 5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the events described in provisions of such Sections. During any period that 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”)Sections have been suspended, the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 and Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 will not be applicable to the Notes (collectively, the “Suspended Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company and its Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease to have an Investment Grade rating from any two (2) Rating Agencies, then the Company and its Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”hereof. Notwithstanding the foregoing, if the rating assigned to the Notes by both such rating agencies should subsequently decline to below Baa3 and BBB-, respectively, the foregoing covenants will be reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 had been in effect since the date of this Indenture except that no action taken Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Furthermore, all Indebtedness incurred, or omitted Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to be taken have been incurred or issued pursuant to Section 4.09(b)(2). In addition, for purposes of Section 4.11, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of its Subsidiaries or events occurring the Company during a the Suspension Period covered by will be deemed to have been entered into prior to the Suspended Covenants will give rise to a Default or Event date of Default under this Indenture with respect and permitted by Section 4.11(b)(8), and for purposes of Section 4.08, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by that section will be deemed to have existed on the Notes; provided that:date of the Indenture.

Covenant Suspension. During Following any period of time day (a “Suspension Date”) that (ia) the Notes have a rating equal to or higher than BBB- (or the equivalent) by S&P and a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x (“Investment Grade ratings from at least two Ratings”), (2b) Rating Agencies follows a date on which the Notes do not have Investment Grade Ratings, and (iic) no Default or Event of Default has occurred and is continuing under this Indenture (Indenture, the occurrence of Company and its Restricted Subsidiaries shall not be subject to the events covenants described in the foregoing clauses Section 9.17 (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 and Section 4.17 will not be applicable to the Notes (collectively, the “Suspended Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding sentence, and on any subsequent date (the “Reversion Date”) the Notes cease fail to have an Investment Grade rating from any two (2) Rating AgenciesRatings, then the Company and its Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by the Suspended Covenants will give rise to a Default or Event of Default under this Indenture occurs and is continuing, then immediately after such date (a “Reversion Date”), the Suspended Covenants will again be in effect with respect to future events, unless and until a subsequent Suspension Date occurs. The period between a Suspension Date and a Reversion Date is referred to in this Indenture as a “Suspension Period.” Notwithstanding that the Notes; provided that: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 during any Suspension Period. During any Suspension Period, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. The Company shall give the Trustee prompt written notification upon the occurrence of a Suspension Date or a Reversion Date.

Covenant Suspension. During any period of time that (i) the Notes have Bonds are rated Investment Grade ratings from at least two (2) Rating Agencies and (ii) no Default or Event of Default under the Senior Notes Indenture has occurred and is continuing under this continuing, the Borrower and its Restricted Subsidiaries will no longer be subject to the following provisions of the Senior Notes Indenture (the occurrence described below): • “Restricted Payments” • “Dividend and Other Payment Restrictions Affecting Subsidiaries” • “Incurrence of the events described in the foregoing clauses (i) Indebtedness and (ii) being collectively referred to as a Issuance of Preferred Stock” • “Covenant Suspension EventAsset Sales” • “Liens” and the date thereof being referred to as the • Clause (4) under “Suspension Date”)Limitations on Mergers, the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 Consolidations and Section 4.17 will not be applicable to the Notes Sales of Assets” (collectively, the “Suspended Affected Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company Borrower and its Restricted Subsidiaries are not subject to the Suspended Affected Covenants for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (subsequently, the “Reversion Date”) the Notes cease to have an Bonds are not rated Investment Grade rating from any two (2) Rating AgenciesGrade, then the Company Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date Affected Covenants and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by the Suspended Covenants will give rise to a Default or Event of Default under this Indenture compliance with respect to Restricted Payments made after the Notes; provided that:time of a rating withdrawal or downgrade will be calculated in accordance with the provisions described below under “Restricted Payments” as if such covenant had been in effect since the date of execution of the Supplemental Indenture.

Covenant Suspension. During any period of time that -------------------- (ia) the Notes Securities have an Investment Grade ratings Rating from at least two (2) both Rating Agencies and (iib) no Default or Event of Default has occurred and is continuing under this Indenture (Indenture, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” Parent and the date thereof being referred to as the “Suspension Date”), the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 and Section 4.17 Restricted Subsidiaries will not be applicable subject to the Notes following provisions of the Indenture: Sections 4.03, 4.04, 4.05, 4.06, 4.07 and 4.12 (collectively, the “"Suspended Covenants”"), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company Parent and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (subsequently, one or both of the “Reversion Date”) Rating Agencies withdraws its ratings or downgrades the Notes cease ratings assigned to have an the Securities below the required Investment Grade rating from Ratings or a Default or Event of Default (other than as a result of any two (2breach of the Suspended Covenants) Rating Agenciesoccurs and is continuing, then the Company Parent and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date Covenants and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by compliance with the Suspended Covenants will give rise with respect to a Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default under this Indenture will be calculated in accordance with respect the terms of Section 4.04 as though, for purposes of determining whether new Restricted Payments can be made after such time, such covenant had been in effect during the entire period of time from the Issue Date. The Parent shall provide prompt written notice to the Notes; provided that:Trustee of any changes in the ratings of the Securities by the Ratings Agencies. The Trustee shall not be required to notify the Holders of any such changes.

Covenant Suspension. During any period of time that Following the first day when (i) the Notes Securities have an Investment Grade ratings Rating from at least two (2) Rating both of the Ratings Agencies and (ii) no Default has occurred and is continuing under this Indenture at such time (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”), the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 Company and Section 4.17 its Restricted Subsidiaries will not be applicable subject to the Notes Sections 3.3, 3.6, 3.7, 3.8, 3.10 and 4.1(3) of this Indenture (collectively, the “Suspended Covenants”). If at any time after a Covenant Suspension Event, provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company and its Subsidiaries are not subject to the Suspended Covenants for any period of time as a result Securities’ credit rating is withdrawn or downgraded from an Investment Grade Rating by one or both of the foregoing, and on any subsequent Rating Agencies (the date (of such withdrawal or downgrade being referred to as the “Reversion Date”) the Notes cease to have an Investment Grade rating from any two (2) Rating Agencies), then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended and be applicable to the Company and its Restricted Subsidiaries will thereafter again be subject pursuant to the Suspended Covenantsterms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture). The period of time between the Covenant Suspension Date Event and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoingreinstatement of the Suspended Covenants, no action Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Securities or the Subsidiary Guarantees with respect to the Suspended Covenants based on any actions taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On the Reversion Date, all Indebtedness Incurred, during the Suspension Period covered by will be classified as having been incurred pursuant to Section 3.3 (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 Section 3.3, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.3(5)(b) (other than Indebtedness described in Section 3.3(5)(a)). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.4 will be made as though Section 3.4 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 Covenant Suspension Event and of a Reversion Date, promptly upon the occurrence thereof but in any event within ten (10) Business Days after the occurrence thereof. No Subsidiary that is a Restricted Subsidiary on such first date that the Company and its Restricted Subsidiaries are no longer subject to the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to may be redesignated as an Unrestricted Subsidiary until such time as the Notes; provided that:Suspended Covenants are reinstated.

Covenant Suspension. During any period of time ------------------- that (ia) the Notes Securities have an Investment Grade ratings Rating from at least two (2) both Rating Agencies and (iib) no Default or Event of Default has occurred and is continuing under this Indenture (Indenture, the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” Parent and the date thereof being referred to as the “Suspension Date”), the covenants specifically listed in Section 4.12, Section 4.13 , Section 4.15, Section 4.16 and Section 4.17 Restricted Subsidiaries will not be applicable subject to the Notes following provisions of the Indenture: Sections 5.03, 5.04, 5.05, 5.06, 5.07 and 5.11 (collectively, the “"Suspended Covenants”"), provided, however, that in no event with the covenant referenced in Section 4.15 cease to be applicable before January 1, 2030. In the event that the Company Parent and its the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoingpreceding sentence and, and on any subsequent date (subsequently, one or both of the “Reversion Date”) Rating Agencies withdraws its ratings or downgrades the Notes cease ratings assigned to have an the Securities below the required Investment Grade rating from Ratings or a Default or Event of Default (other than as a result of any two (2breach of the Suspended Covenants) Rating Agenciesoccurs and is continuing, then the Company Parent and its the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date Covenants and the Reversion Date is referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no action taken or omitted to be taken by the Company or any of its Subsidiaries or events occurring during a Suspension Period covered by compliance with the Suspended Covenants will give rise with respect to a Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default under this Indenture will be calculated in accordance with respect the terms of Section 5.04 as though, for purposes of determining whether new Restricted Payments can be made after such time, such covenant had been in effect during the entire period of time from the Issue Date. The Parent shall provide prompt written notice to the Notes; provided that:Trustee of any changes in the ratings of the Securities by the Ratings Agencies. The Trustee shall not be required to notify the Holders of any such changes.

Covenant Suspension. During any period of time that (i) the Notes have Investment Grade ratings Ratings from at least two (2) both Rating Agencies and (ii) no Default has occurred and is continuing under this 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 Sections 4.03, the covenants specifically listed in Section 4.124.04, Section 4.13 4.05, Section 4.154.06, Section 4.16 4.07 and Section 4.17 will not be applicable to the Notes 5.01(a)(3) (collectively, the “Suspended Covenants”), provided, however, that in no event with the covenant referenced in Section 4.15 cease to ) shall not be applicable before January 1to the Notes. During the Suspension Period, 2030. Parent shall not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” In the event that Parent and the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoingoccurrence of a Covenant Suspension Event, 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 cease to have below an Investment Grade rating from any two (2) Rating AgenciesRating, then Parent and the Company and its Restricted Subsidiaries will shall thereafter again be subject to the Suspended CovenantsCovenants under this Indenture 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”.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Cash shall be reset to zero. Notwithstanding the foregoing, if any such reinstatement occurs, no action taken or omitted to be taken by the Company Parent or any of its the Restricted Subsidiaries or events occurring during a Suspension Period covered by the Suspended Covenants prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that:that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period and, accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a); (2) all Indebtedness Incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to Section 4.03(b)(4); and (3) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (x) through (z) of Section 4.05 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.05(1)(A).

Covenant Suspension. During any period of time that From and after the first day on which (i) the Notes have been assigned an Investment Grade ratings from Rating by at least two (2) Rating Agencies and (ii) no Default or Event of Default under this Indenture has occurred and is continuing under this 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”), ) the covenants specifically listed in Company and the Restricted Subsidiaries shall cease to be subject to the following sections of this Indenture: Section 4.123.09, Section 4.13 4.05, Section 4.154.07, Section 4.16 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.13, Section 4.16, Section 4.17 (b)(2) and Section 4.17 will not be applicable to the Notes 5.01(a)(3) (collectively, the “Suspended Covenants”), provided, however, that in no event . If at any time following the Suspension Date one or more Rating Agencies downgrades the rating assigned to the Notes to below an Investment Grade Rating with the covenant referenced in Section 4.15 cease result that less than two Rating Agencies maintain an Investment Grade Rating with respect to be applicable before January 1the Notes (such date being the “Reinstatement Date”), 2030. In the event that the Company and its Subsidiaries are not subject to then the Suspended Covenants for any period will thereafter be reinstated and again be applicable pursuant to the terms of time as a result of the foregoingthis Indenture, unless and on any subsequent date (the “Reversion Date”) until the Notes cease to have subsequently again attain an Investment Grade rating from any Rating by two (2) or more Rating Agencies, then the Company and its Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Reinstatement Date is shall be referred to herein as the “Suspension Period”. Notwithstanding the foregoing, no No action taken by either the Company or omitted any of the Restricted Subsidiaries during the Suspension Period with respect to be taken a Suspended Covenant (including, for the avoidance of doubt, any failure to comply with a Suspended Covenant) nor the compliance or performance by the Company or any of its the Restricted Subsidiaries or events occurring with any contractual obligation entered into during a the Suspension Period covered by the Suspended Covenants will give rise with respect to a Default or Suspended Covenant will constitute a Default, Event of Default or breach of any kind under this Indenture with respect to Indenture, the Notes; provided that:Notes or the Guarantees and will not result in any reduction of any amounts available under any of the baskets as of the Suspension Date that may apply under the Suspended Covenants.