Common use of Suspension of Certain Covenants when Notes Rated Investment Grade Clause in Contracts

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date (i) the Notes have achieved Investment Grade Status; and (ii) no Default or Event of Default has occurred and is continuing on such date, then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the “Suspension Period”) as a result of the release of Collateral or otherwise, Sections 4.07 through 4.11, Section 4.15, Section 4.19, clause (iv) of Section 5.01(a) and clause (iv) of Section 5.01(b) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day after the Suspension Period ends. Such covenants will not, however, be of any effect with regard to the actions of the Parent and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after the end of the Suspension Period, the amount of Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”. Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset to zero.

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date Date, (i) the Notes have achieved an Investment Grade Status; Rating from both of the Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing on such date, thenunder this Indenture (the occurrence of the events described in clauses (i) and (ii) of this Section 4.20(a) being collectively referred to as a “Suspension Event”), beginning on that the day of the Suspension Event and continuing until such timetime (the “Suspension Period”), if any, at which the Notes cease to have an Investment Grade Status Rating from each Rating Agency (such periodthe “Reversion Date”), the “Suspension Period”) as a result provisions of the release of Collateral or otherwise, Sections 4.07 through 4.11, Section 4.15, Section 4.19, clause (iv) of Section 5.01(a) 4.15 and clause (iv5.01(a)(iii) of Section 5.01(b) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted SubsidiariesNotes (collectively, the “Suspended Covenants”). Such covenants and any related default provisions will again apply according to their terms from the first day on and after the Suspension Period endsReversion Date. Such covenants will not, however, be of any effect with regard to the actions of the Parent and Issuer or the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after the end of the Suspension Period, the amount of Restricted Payments and Section 4.07 will be calculated interpreted as though Section 4.07 if it had been in effect prior to, but not during, since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. On the Reversion Date, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, incurred during the continuance of the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”. Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset to zero).

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date (i) the Notes have achieved Investment Grade Status; and (ii) no Default or Event of Default has shall have occurred and is be continuing on such date, then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the “Suspension Period”) as a result of the release of Collateral or otherwise, Sections 4.07 through 4.11, Section 4.15, Section 4.194.19 (provided that all Collateral securing the Notes has been released pursuant to the terms of this Indenture), clause (iv) of Section 5.01(a) and clause (iv) of Section 5.01(b) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day after the Suspension Period ends. Such covenants will not, however, be of any effect with regard to the actions of the Parent and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after the end of the Suspension Periodany such reinstatement, the amount of Restricted Payments will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period, Period and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having to have been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”). Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero. During the Suspension Period, the Parent may release or cause its Restricted Subsidiaries to zerorelease the Collateral securing the Notes; provided that during the Suspension Period no more than US$300.0 million of Indebtedness remains secured by any property and assets which constituted Collateral for the Liens securing the Notes at the time such Collateral is released. Following the termination of the Suspension Period, the Parent shall use its commercially reasonable efforts to, and shall cause its Restricted Subsidiaries to use commercially reasonable efforts, to secure the Notes and Note Guarantees on a first-ranking basis (subject to Permitted Liens) with substantially all the property and assets which constituted Collateral at the time such Collateral was released.

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date (i) Date, the Notes have achieved Investment Grade Status; Status and (ii) no Default or Event of Default has occurred and is continuing on such date, thenunder this Indenture (a “Suspension Event”), beginning on that the day of the Suspension Event and continuing until such timetime (the “Suspension Period”), if any, at which the such Notes cease to have Investment Grade Status (such period, the “Suspension PeriodReversion Date”) as a result of the release of Collateral or otherwise), Sections 4.07 4.06 through 4.114.10, Section 4.154.12, Section 4.19, 4.14 and clause (iviii) of Section 5.01(a) and clause (iv) of Section 5.01(b) will no longer be applicable not apply to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent Guarantor and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day on and after the Suspension Period endsReversion Date. Such covenants will not, however, be of any effect with regard to the actions of the Parent and Guarantor or the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after the end of the Suspension Period, the amount of Restricted Payments and Section 4.06 will be calculated interpreted as though Section 4.07 if it had been in effect prior to, but not during, since the date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. On the Reversion Date, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, Debt incurred during the continuance of the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6iv) of the definition of “Permitted Liens”Section 4.08(b). Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset to at zero.

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date date of this Indenture (a) the Notes are rated (i) Baa3 or better by Xxxxx’x and (ii) BBB- or better by S&P (or, if either Xxxxx’x or S&P ceases to rate the Notes have achieved Investment Grade Statusfor reasons outside of the control of the Issuer or Wind, the equivalent investment grade credit rating from Fitch or, in the absence of such, any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act selected by Wind as a replacement agency so that the Notes are so rated by at least two such credit rating agencies); and (iib) no Default or Event of Default has shall have occurred and is continuing on such datebe continuing, then, beginning on that day and continuing until such time, if any, at which subject to the Notes cease to have Investment Grade Status (such periodprovisions of this Section 4.26, the “Suspension Period”) as a result of the release of Collateral or otherwisecovenants set forth in Section 3.10, Sections 4.07 through 4.11, Section 4.15, Section 4.19, clause (iv) of Section 5.01(a) 4.18 and clause (iv) of Section 5.01(b) will no longer be applicable suspended. During any period that the foregoing covenants have been suspended, Wind’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 or clause (2) of the Notes definition of “Unrestricted Subsidiary.” Notwithstanding the foregoing, if the rating assigned by any such rating agency should subsequently decline to below Baa3 or BBB-, as applicable, the foregoing covenants will be reinstituted as of and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day after the Suspension Period endsdate of such rating decline. Such covenants will not, however, be of any effect with regard respect to the actions of the Parent and the Restricted Subsidiaries properly taken during the continuance period of suspension. Calculations under the Suspension Period; provided that (1) with respect to the reinstated “Restricted Payments made after the end of the Suspension Period, the amount of Restricted Payments Payments” covenant will be calculated made as though Section 4.07 if the “Restricted Payments” covenant had been in effect prior to, but not during, since the Suspension Period, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) date of this Indenture except that no default will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”. Upon the occurrence occurred by reason of a Suspension Period, the amount of Excess Proceeds shall be reset to zeroRestricted Payment made while that covenant was suspended.

Suspension of Certain Covenants when Notes Rated Investment Grade. If on any date following the Issue Date date of this Indenture (a) the Notes are rated (i) Baa3 or better by Xxxxx’x and (ii) BBB- or better by S&P (or, if either Xxxxx’x or S&P ceases to rate the Notes have achieved Investment Grade Statusfor reasons outside of the control of the Issuer or Wind, the equivalent investment grade credit rating from Fitch or, in the absence of such, any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act selected by Wind as a replacement agency so that the Notes are so rated by at least two such credit rating agencies); and (iib) no Default or Event of Default has shall have occurred and is continuing on such datebe continuing, then, beginning on that day and continuing until such time, if any, at which subject to the Notes cease to have Investment Grade Status (such periodprovisions of this Section 4.26, the “Suspension Period”) as a result of the release of Collateral or otherwise, covenants set forth in Sections 4.07 through 4.11, Section 4.15, Section 4.19, clause (iv) of Section 5.01(a) 4.18 and clause (iv) of Section 5.01(b) will no longer be applicable suspended. During any period that the foregoing covenants have been suspended, Wind’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 or clause (2) of the Notes definition of “Unrestricted Subsidiary.” Notwithstanding the foregoing, if the rating assigned by any such rating agency should subsequently decline to below Baa3 or BBB-, as applicable, the foregoing covenants will be reinstituted as of and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day after the Suspension Period endsdate of such rating decline. Such covenants will not, however, be of any effect with regard respect to the actions of the Parent and the Restricted Subsidiaries properly taken during the continuance period of suspension. Calculations under the Suspension Period; provided that (1) with respect to the reinstated “Restricted Payments made after the end of the Suspension Period, the amount of Restricted Payments Payments” covenant will be calculated made as though Section 4.07 if the “Restricted Payments” covenant had been in effect prior to, but not during, since the Suspension Period, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) date of this Indenture except that no default will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”. Upon the occurrence occurred by reason of a Suspension Period, the amount of Excess Proceeds shall be reset to zeroRestricted Payment made while that covenant was suspended.

Suspension of Certain Covenants when Notes Rated Investment Grade. If on During any date following the Issue Date period of time that: (i) the Notes have achieved an Investment Grade Status; Rating from either Rating Agency and (ii) no Default or Event of Default has occurred and is continuing on 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”), the Company and the Restricted Subsidiaries will not be subject to Section 9.9, Section 9.10, Section 9.11, Section 9.13, Section 9.14 and Clause (2) of Section 7.1 (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the amount of Net Cash Proceeds that have not been invested or applied as provided under Section 9.14 shall be set at zero as of such date. In the event that, thenon any date subsequent to any Suspension Date (the “Reversion Date”), beginning on that day and continuing until such time, if any, at which the Notes cease to do not have an Investment Grade Status (such periodRating from at least one Rating Agency, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants 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 the reinstatement of the Suspended Covenants, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the release of Collateral or otherwise, Sections 4.07 through 4.11, Section 4.15, Section 4.19, clause (iv) of Section 5.01(a) and clause (iv) of Section 5.01(b) will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day after Suspended Covenants during the Suspension Period ends. Such covenants will not, however, be of any effect with regard to the actions of the Parent and the Restricted Subsidiaries properly taken during the continuance (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period; provided that (1) with respect to the Restricted Payments ). Calculations made after the end Reversion Date of the Suspension Period, the amount of available to be made as Restricted Payments under Section 9.9 will be calculated made as though the covenant described under Section 4.07 9.9 had been in effect prior to, but not during, since the Issue Date and throughout the Suspension Period. Accordingly, (2) Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 9.9. On the Reversion Date all Indebtedness incurred, or Disqualified Stock or preferred stock issued, incurred during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(b)(ii) and under clause (3) all Liens incurred during the Suspension Period pursuant to Section 4.12(b) will be deemed to have existed on the Issue Date and to have been incurred pursuant to clause (6) of the definition of “Permitted Liens”Indebtedness. Upon Any transaction with an Affiliate entered into after the occurrence Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (3) of a the second paragraph of Section 9.11. Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in clauses (a) through (c) of the first paragraph of Section 9.13 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (5) of the second paragraph of Section 9.13. The Company shall promptly notify the Trustee in writing of any Suspension Date or Reversion Date. The Trustee shall have no obligation to (i) independently determine or verify if any Suspension Date or Reversion Date shall have occurred, (ii) make any determination regarding the impact of actions taken during any Suspension Period or the Company’s future compliance with any covenants or (iii) notify the holders of the commencement or termination of any Suspension Period, the amount of Excess Proceeds shall be reset to zero.