Common use of Collateral Suspension Clause in Contracts

Collateral Suspension. (a) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Documents to secure the Obligations (except such Liens created pursuant to Section 3.8 of this Agreement) which remain in effect at such time shall be promptly released by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Officer of the Borrower that a Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all applicable Collateral, all at the sole expense of the Borrower. (b) If on any date following a Collateral Suspension Event, fewer than two Rating Agencies assign an Investment Grade Rating to the Borrower’s senior unsecured long-term debt securities (any such date, a “Collateral Reversion Date”), then no later than the date that is 60 days following such Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect to any Mortgages, such longer period as may be required by Section 9.14) (any such date, a “Collateral Reinstatement Date”), the Borrower and each other Credit Party shall take all actions required to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets of the Credit Parties that were released pursuant to provisions of the Credit Documents other than clause (a) above. (c) The period of time between the occurrence of a Collateral Suspension Event and the immediately succeeding Collateral Reinstatement Date is referred as a “Collateral Suspension Period”. (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i) 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 Restricted Subsidiary to comply with the Collateral Suspension Provisions or any Security Document during any Collateral Suspension Period (or upon termination of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and (ii) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (ii), pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.

Collateral Suspension. (a) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Documents to secure the Obligations (except such Liens created pursuant to Section 3.8 of this Agreement) which remain in effect at such time shall be promptly released by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Officer of the Borrower that a Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all applicable Collateral, all at the sole expense of the Borrower. (b) If on any date following a Collateral Suspension Event, fewer than two Rating Agencies assign an Investment Grade Rating to the Borrower’s senior unsecured long-term debt securities (any such date, a “Collateral Reversion Date”), then no later than the date that is 60 days following such Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect to any Mortgages, such longer period as may be required by Section 9.14) (any such date, a “Collateral Reinstatement Date”), the Borrower and each other Credit Party shall take all actions required to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets of the Credit Parties that were released pursuant to provisions of the Credit Documents other than clause (a) above.. 195 AMERICAS 122173769123894352 (c) The period of time between the occurrence of a Collateral Suspension Event and the immediately succeeding Collateral Reinstatement Date is referred as a “Collateral Suspension Period”. (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i) 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 Restricted Subsidiary to comply with the Collateral Suspension Provisions or any Security Document during any Collateral Suspension Period (or upon termination of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and (ii) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (ii), pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.

Collateral Suspension. (a) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Documents to secure the Obligations (except such Liens created pursuant to Section 3.8 of this Agreement) which remain in effect at such time shall be promptly released by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Officer of the Borrower that a Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all applicable Collateral, all at the sole expense of the Borrower. (b) If on any date following a Collateral Suspension Event, fewer than two Rating Agencies assign an Investment Grade Rating to the Borrower’s senior unsecured long-term debt securities (any such date, a “Collateral Reversion Date”), then no later than the date that is 60 days following such Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect to any Mortgages, such longer period as may be required by Section 9.14) (any such date, a “Collateral Reinstatement Date”), the Borrower and each other Credit Party shall take all actions required to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets of the Credit Parties that were released pursuant to provisions of the Credit Documents other than clause (a) above. (c) The period of time between the occurrence of a Collateral Suspension Event and the immediately succeeding Collateral Reinstatement Date is referred as a “Collateral Suspension Period”. (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i) 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 Restricted Subsidiary to comply with the Collateral Suspension Provisions or any Security Document during any Collateral Suspension Period (or upon termination of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and (ii) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (ii), pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documents.. 192 (e) Notwithstanding anything to the contrary herein or in any other Credit Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.

Collateral Suspension. (a) Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Credit Financing Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Collateral Documents to secure the Obligations (except such Liens created pursuant to Section 3.8 of this Agreement2.14) which remain in effect at such time shall be promptly released by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Responsible Officer of the Borrower that a the Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all applicable Collateral, all at the sole expense of the BorrowerBorrower and without recourse to or warranty by the Collateral Agent. (b) If on any date following a Collateral Suspension Event, fewer than two Rating Agencies assign an Investment Grade Rating to the Borrower’s senior unsecured long-term debt securities without third party credit enhancement (any such date, a “Collateral Reversion Date”), then no later than the date that is within 60 days following such the Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect from time to any Mortgages, such longer period as may be required by Section 9.14time) (any such date, a “Collateral Reinstatement Date”), the Borrower and each other Credit Party shall take all actions required under the Collateral Suspension Provisions, including, without limitation, to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets of the Credit Parties that were released pursuant to provisions of the Credit Documents other than clause (a) aboveCollateral Documents. (c) The period of time between the occurrence of a Collateral Suspension Event and 60 days following the immediately succeeding Collateral Reinstatement Reversion Date (or such longer period as the Collateral Agent shall agree from time to time) is referred as a “Collateral Suspension Period.”. (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i1) 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 Restricted Subsidiary to comply with the Collateral Suspension Provisions or any Security Collateral Document during any Collateral Suspension Period (or upon termination of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and (ii2) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (ii), time pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documentsobligation. (e) Notwithstanding anything to the contrary herein or in any other Credit Financing Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.

Collateral Suspension. (a) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Documents to secure the Obligations (except such Liens created pursuant to Section 3.8 of this Agreement) which remain in effect at such time shall be promptly released by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Officer of the Borrower that a Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all applicable Collateral, all at the sole expense of the Borrower. (b) If on any date following a Collateral Suspension Event, fewer than two Rating Agencies assign an Investment Grade Rating to the Borrower’s senior unsecured long-term debt securities (any such date, a “Collateral Reversion Date”), then no later than the date that is 60 days following such Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect to any Mortgages, such longer period as may be required by Section 9.14) (any such date, a “Collateral Reinstatement Date”), the Borrower and each other Credit Party shall take all actions required to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets of the Credit Parties that were released pursuant to provisions of the Credit Documents other than clause (a) above. (c) The period of time between the occurrence of a Collateral Suspension Event and the immediately succeeding Collateral Reinstatement Date is referred as a “Collateral Suspension Period”” . (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i) 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 Restricted Subsidiary to comply with the Collateral Suspension Provisions or any Security Document during any Collateral Suspension Period (or upon termination of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and (ii) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (ii), pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.

Collateral Suspension. (a) Notwithstanding anything in The obligations of the Issuer and the Guarantors to maintain and grant Liens on Collateral securing the Note Obligations under this Agreement Indenture or any other Credit Document to the contrary, upon the occurrence and during the continuance of a Collateral Suspension Event, at the Borrower’s option, any Liens granted pursuant to the Security Documents to secure (the Obligations (except “Collateral Obligations”) may, by written notice of such Liens created pursuant to Section 3.8 of this Agreement) which remain in effect at such time shall be promptly released election given by the Collateral Agent upon receipt by the Collateral Agent of a certificate of an Authorized Officer of the Borrower that a Collateral Suspension Event has occurred (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), and the Collateral Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory Issuer to the Collateral Agent and the Holders of Notes (a “Collateral Suspension Notice”), be suspended if the aggregate principal amount of Indebtedness under Credit Facilities secured by Liens on any assets or properties of the Issuer or any Restricted Subsidiary does not exceed the lesser of (a) $375.0 million and (b) 15.0% of the Issuer’s Consolidated Tangible Assets as determined based on the Issuer’s most recent available quarterly financial statements, provided that no Default or Event of Default has occurred and is continuing at the time of delivery of the Collateral Suspension Notice (the “Collateral Suspension Requirement”). Upon delivery of a valid Collateral Suspension Notice to evidence the Trustee (as Collateral Agent), together with an Officers’ Certificate and Opinion of Counsel stating that the Collateral Suspension Requirement has been satisfied, the Issuer and the Guarantors shall be entitled to the release of all applicable Collateral, all at Liens on the sole expense of Collateral securing the BorrowerNote Obligations in accordance with Section 12.03. The period during which the Collateral Obligations are suspended in accordance with the foregoing is referred to as a “Collateral Suspension”. (b) If If, after any such release of Liens on Collateral, the aggregate principal amount of Indebtedness under Credit Facilities secured by Liens on any date following a Collateral Suspension Eventassets or properties of the Issuer or any Restricted Subsidiary, fewer than two Rating Agencies assign an Investment Grade Rating to exceeds the Borrower’s senior unsecured long-term debt securities greater of (any such date, a “Collateral Reversion Date”), then no later than the date that is 60 days following such Collateral Reversion Date (or such longer period as the Collateral Agent shall agree in its sole discretion or, with respect to any Mortgages, such longer period as may be required by Section 9.14a) (any such date, a “Collateral Reinstatement Date”), the Borrower $375.0 million and each other Credit Party shall take all actions required to reinstate, re-grant and re-perfect the Collateral contemplated by the Security Documents such that the Obligations are secured Priority Lien Obligations; provided that this clause (b) shall not apply with respect to property and assets 15.0% of the Credit Parties that were released pursuant to provisions Issuer’s Consolidated Tangible Assets as determined based on the Issuer’s most recent available quarterly financial statements, then the Collateral Obligations of the Credit Documents other than clause (a) above. (c) The period of time between the occurrence of a Collateral Suspension Event Issuer and the immediately succeeding Collateral Reinstatement Date is referred as a “Collateral Suspension Period”. (d) Notwithstanding the occurrence of a Collateral Reversion Date, (i) no Default, Event of Default or breach of any kind Guarantors will be deemed to exist or have occurred as a result of any failure by reinstated and the Borrower or any Restricted Subsidiary to Issuer and the Guarantors must within 30 days comply with the Collateral Suspension Provisions or any Security Document during any Collateral Suspension Period (or upon termination requirements of any Collateral Suspension Period or thereafter, as a result of or arising out of actions taken or not taken or events that occurred during any Collateral Suspension Period) and clause (ii) following a Collateral Reversion Date, the Borrower and any Restricted Subsidiary 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 Collateral Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or not taken or events that occurred during the Collateral Suspension Period, or for any actions taken or not taken or events occurring at any time, in each case with respect to clauses (i) and (iiSection 12.01(a), pursuant to any such commitment or obligation so long as such commitment or obligation was otherwise permitted pursuant to this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, no Collateral Suspension Provision shall apply during any Collateral Suspension Period and no failure to observe any covenant contained in any such provision or other violation of such provision during any Collateral Suspension Period shall result in a Default or Event of Default hereunder.