Common use of Covenant Relief Period Additional Covenants Clause in Contracts

Covenant Relief Period Additional Covenants. During the Covenant Relief Period, (i) make dividends, payments or distributions with respect to Equity Interests or Junior Financing that would otherwise be permitted to be made under Sections 6.06(c), 6.06(e), 6.06(g), 6.06(h) and 6.06(i), (ii) make, or agree to offer to pay or make, directly or indirectly, any payment or other distribution that would otherwise be permitted under Section 6.09(b)(i)(E) hereof (it being understood that, for purposes of this Section 6.17, (x) any conversion of debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b)), (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary” pursuant to the definition thereof) or make Investments pursuant to any of Section 6.04(a)(y) (other than up to $200,000,000 in the aggregate of such Investments at any time outstanding, together with all Investments made under Section 6.04(i)), 6.04(i) (other than up to $200,000,000 in the aggregate of such Investments at any time outstanding, together with all Investments made under Section 6.04(a)(y)), 6.04(j), 6.04(m), 6.04(q), 6.04(t), 6.04(x), 6.04(bb) or 6.04(ee), (iv) sell or disposed of any Mortgaged Vessel (other than pursuant to a Permitted Vessel Transfer or dispositions pursuant to Section 6.05(i)); provided that, notwithstanding the foregoing, one Mortgaged Vessel that has been subject to an appraisal performed not less than 90 days prior to such sale or disposition (which appraisal shall be subject to methodology satisfactory to the Administrative Agent) (an “Appraisal” and the value determined in such Appraisal, the “Appraised Value”) may be sold or disposed of during the Covenant Relief Period so long as either, at the option of the Borrower, (x) (A) no later than three Business Days following the consummation of such sale or disposition, the BorrowerCompany prepays Term Loans, in accordance with the provisions of clauses (c) and (d) of Section 2.10, in an amount equal to the greater of (i) the Net Proceeds of such sale or disposition (without giving effect to the provisos set forth in clause (a) of the definition of “Net Proceeds”) and (ii) 50% of the Appraised Value of such Mortgaged Vessel and (B) immediately after giving effect to such sale or disposition and prepayment of Term Loans, the Loan-to-Value Ratio shall be no greater than the Loan-to-Value Ratio immediately prior to such sale or (y) (A) prior to or concurrently with the release of the Vessel Mortgage on the Vessel so disposed of, the BorrowerCompany shall have caused an additional Vessel registered under the laws of a Permitted Flag Jurisdiction that is free and clear of Liens to become a Mortgaged Vessel and shall have complied with the requirements of clauses (f) through (g) of the definition of “Collateral and Guarantee Requirement” mutatis mutandis, (B) the Vessel which becomes a Mortgaged Vessel shall have had an Appraisal performed not less than 90 days prior to such sale or disposition and (C) the additional Vessel that becomes a Mortgaged Vessel shall be of a newer age than, and shall have an Appraised Value that is not less than the Appraised Value of, the Vessel being so disposed or (v) permit Free Liquidity at any time to be less than $200,000,000, and with respect to each month ending during the Covenant Relief Period, the BorrowerCompany shall deliver a certificate of a Responsible Officer of the Company to the Administrative Agent, setting forth the calculation of Free Liquidity as of the last day of such month, which certificate shall be delivered on or prior to the fifth Business Day following the end of such month. 168

Covenant Relief Period Additional Covenants. During the Covenant Relief Period, (i) make dividends, payments or distributions with respect to Equity Interests or Junior Financing that would otherwise be permitted to be made under Sections 6.06(c), 6.06(e), 6.06(g), 6.06(h) and 6.06(i), (ii) make, or agree to offer to pay or make, directly or indirectly, any payment or other distribution that would otherwise be permitted under Section 6.09(b)(i)(E) hereof (it being understood that, for purposes of this Section 6.17, (x) any conversion of debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b)), (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary” pursuant to the definition thereof) or make Investments pursuant to any of Section 6.04(a)(y6.04(a)(iii)(y) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(i)), 6.04(i) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(a)(y)), 6.04(j), 6.04(m), 6.04(q), 6.04(t), 6.04(x), 6.04(bb) or 6.04(ee), (iv) sell or disposed of any Mortgaged Vessel (other than pursuant to a Permitted Vessel Transfer or dispositions pursuant to Section 6.05(i)); provided that, notwithstanding the foregoing, one Mortgaged Vessel that has been subject to an appraisal performed not less than 90 days prior to such sale or disposition (which appraisal shall be subject to methodology satisfactory to the Administrative Agent) (an “Appraisal” and the value determined in such Appraisal, the “Appraised Value”) may be sold or disposed of during the Covenant Relief Period so long as either, at the option of the Borrower, (x) (A) no later than three Business Days following the consummation of such sale or disposition, the BorrowerCompany Borrower prepays Term Loans, in accordance with the provisions of clauses (c) and (d) of Section 2.10, in an amount equal to the greater of (i) the Net Proceeds of such sale or disposition (without giving effect to the provisos set forth in clause (a) of the definition of “Net Proceeds”) and (ii) 50% of the Appraised Value of such Mortgaged Vessel and (B) immediately after giving effect to such sale or disposition and prepayment of Term Loans, the Loan-to-Value Ratio shall be no greater than the Loan-to-Value Ratio immediately prior to such sale or (y) (A) prior to or concurrently with the release of the Vessel Mortgage on the Vessel so disposed of, the BorrowerCompany Borrower shall have caused an additional Vessel registered under the laws of a Permitted Flag Jurisdiction that is free and clear of Liens to become a Mortgaged Vessel and shall have complied with the requirements of clauses (f) through (g) of the definition of “Collateral and Guarantee Requirement” mutatis mutandis, (B) the Vessel which becomes a Mortgaged Vessel shall have had an Appraisal performed not less than 90 days prior to such sale or disposition and (C) the additional Vessel that becomes a Mortgaged Vessel shall be of a newer age than, and shall have an Appraised Value that is not less than the Appraised Value of, the Vessel being so disposed or (v) permit Free Liquidity at any time to be less than $200,000,000, and with respect to each month ending during the Covenant Relief Period, the BorrowerCompany Borrower shall deliver a certificate of a Responsible Officer of the Company to the Administrative Agent, setting forth the calculation of Free Liquidity as of the last day of such month, which certificate shall be delivered on or prior to the fifth Business Day following the end of such month. 168.

Covenant Relief Period Additional Covenants. During the Covenant Relief Period, (i) make dividends, payments or distributions with respect to Equity Interests or Junior Financing that would otherwise be permitted to be made under Sections 6.06(c), 6.06(e), 6.06(g), 6.06(h) and 6.06(i), (ii) make, or agree to offer to pay or make, directly or indirectly, any payment or other distribution that would otherwise be permitted under Section 6.09(b)(i)(E) hereof (it being understood that, for purposes of this Section 6.17, (x) any conversion of debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b)), (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary” pursuant to the definition thereof) or make Investments pursuant to any of Section 6.04(a)(y6.04(a)(iii)(y) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(i)), 6.04(i) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(a)(y)), 6.04(j), 6.04(m), 6.04(q), 6.04(t), 6.04(x), 6.04(bb) or 6.04(ee), (iv) sell or disposed of any Mortgaged Vessel (other than pursuant to a Permitted Vessel Transfer or dispositions pursuant to Section 6.05(i)); provided that, notwithstanding the foregoing, one Mortgaged Vessel that has been subject to an appraisal performed not less than 90 days prior to such sale or disposition (which appraisal shall be subject to methodology satisfactory to the Administrative Agent) (an “Appraisal” and the value determined in such Appraisal, the “Appraised Value”) may be sold or disposed of during the Covenant Relief Period so long as either, at the option of the Borrower, (x) (A) no later than three Business Days following the consummation of such sale or disposition, the BorrowerCompany Borrower prepays Term Loans, in accordance with the provisions of clauses (c) and (d) of Section 2.10, in an amount equal to the greater of (i) the Net Proceeds of such sale or disposition (without giving effect to the provisos set forth in clause (a) of the definition of “Net Proceeds”) and (ii) 50% of 152 ​ the Appraised Value of such Mortgaged Vessel and (B) immediately after giving effect to such sale or disposition and prepayment of Term Loans, the Loan-to-Value Ratio shall be no greater than the Loan-to-Value Ratio immediately prior to such sale or (y) (A) prior to or concurrently with the release of the Vessel Mortgage on the Vessel so disposed of, the BorrowerCompany Borrower shall have caused an additional Vessel registered under the laws of a Permitted Flag Jurisdiction that is free and clear of Liens to become a Mortgaged Vessel and shall have complied with the requirements of clauses (f) through (g) of the definition of “Collateral and Guarantee Requirement” mutatis mutandis, (B) the Vessel which becomes a Mortgaged Vessel shall have had an Appraisal performed not less than 90 days prior to such sale or disposition and (C) the additional Vessel that becomes a Mortgaged Vessel shall be of a newer age than, and shall have an Appraised Value that is not less than the Appraised Value of, the Vessel being so disposed or (v) permit Free Liquidity at any time to be less than $200,000,000, and with respect to each month ending during the Covenant Relief Period, the BorrowerCompany Borrower shall deliver a certificate of a Responsible Officer of the Company to the Administrative Agent, setting forth the calculation of Free Liquidity as of the last day of such month, which certificate shall be delivered on or prior to the fifth Business Day following the end of such month. 168.

Covenant Relief Period Additional Covenants. During the Covenant Relief Period, (i) make dividends, payments or distributions with respect incur any Indebtedness pursuant to Equity Interests or Junior Financing that would otherwise be permitted to be made under Sections 6.06(cSection 6.01(h), 6.06(e6.01(i), 6.06(g6.01(j), 6.06(h6.01(k), 6.01(n), 6.01(p), 6.01(q), 6.01(t), 6.01(w) and 6.06(ior 6.01(bb), (ii) make, or agree to offer to pay or make, directly or indirectly, make any payment or other distribution that would otherwise be permitted under Section 6.09(b)(i)(E) hereof (it being understood that, for purposes of this Section 6.17, Investments (x) any conversion of debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b)), (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary” pursuant to the definition thereof) or make Investments (y) pursuant to any of Section 6.04(a)(y6.04(b) (other than up solely with respect to $200,000,000 Investments by the Borrower or a Guarantor in the aggregate of such Investments at any time outstanding, together with all Investments made under Section 6.04(i)), 6.04(i) (other than up to $200,000,000 in the aggregate of such Investments at any time outstanding, together with all Investments made under Section 6.04(a)(y)Subsidiary that is not a Guarantor), 6.04(j), 6.04(m6.04(k) (other than as permitted by the proviso below), 6.04(q6.04(m), 6.04(t), 6.04(x), 6.04(y) (other than in connection with the Select Milk JV Investments), 6.04(z), 6.04(aa), 6.04(bb) or 6.04(ee), (iv6.04(cc) sell or disposed of any Mortgaged Vessel (other than pursuant Investments in Rwanda Trading Company SA not to a Permitted Vessel Transfer or dispositions pursuant to Section 6.05(i)exceed $5,000,000); provided that, notwithstanding the foregoing, one Mortgaged Vessel that has been subject nothing in this Section 6.11 shall prohibit a Permitted Acquisition so long as immediately after giving effect thereto, (x) the Secured Net Leverage Ratio on a Pro Forma Basis is not greater than 4.00 to an appraisal performed not less than 90 days prior to such sale or disposition 1.00 and (which appraisal shall be subject to methodology satisfactory to the Administrative Agenty) (an “Appraisal” and the value determined in such Appraisal, the “Appraised Value”) may be sold or disposed of during the Covenant Relief Period so long as either, at the option of the BorrowerEarly Termination Date shall have occurred, (xiii) make any Restricted Payments pursuant to Section 6.06(b), 6.06(d), 6.06(g), 6.06(h) or 6.06(j), or (Aiv) no later than three Business Days following make any Junior Debt Restricted Payments pursuant to Section 6.07; provided that, notwithstanding the consummation of such sale or dispositionforegoing, the BorrowerCompany prepays Term Loans, Borrower and its Subsidiaries may pay dividends solely for the purpose of paying interest on the Permitted Convertible Notes incurred in accordance connection with the provisions Amendment No. 3 Equity Contribution (but not, for the avoidance of clauses (cdoubt, for any other amounts) and (d) of Section 2.10, in an amount equal to the greater of (i) the Net Proceeds of such sale or disposition (without giving effect to the provisos set forth in clause (a) of the definition of “Net Proceeds”) and (ii) 50% of the Appraised Value of such Mortgaged Vessel and (B) immediately after giving effect to such sale or disposition and prepayment of Term Loans, the Loan-to-Value Ratio shall be no greater than the Loan-to-Value Ratio immediately prior to such sale or (y) (A) prior to or concurrently with the release of the Vessel Mortgage on the Vessel so disposed of, the BorrowerCompany shall have caused an additional Vessel registered under the laws of a Permitted Flag Jurisdiction that is free and clear of Liens to become a Mortgaged Vessel and shall have complied with the requirements of clauses (f) through (g) of the definition of “Collateral and Guarantee Requirement” mutatis mutandis, (B) the Vessel which becomes a Mortgaged Vessel shall have had an Appraisal performed not less than 90 days prior to such sale or disposition and (C) the additional Vessel that becomes a Mortgaged Vessel shall be of a newer age than, and shall have an Appraised Value that is not less than the Appraised Value of, the Vessel being so disposed or (v) permit Free Liquidity at any time to be less than $200,000,000, and with respect to each month ending during the Covenant Relief Period, the BorrowerCompany shall deliver a certificate of a Responsible Officer of the Company to the Administrative Agent, setting forth the calculation of Free Liquidity as of the last day of such month, which certificate shall be delivered on or prior to the fifth Business Day following the end of such month. 168.

Covenant Relief Period Additional Covenants. During the Covenant Relief Period, (i) make dividends, payments or distributions with respect to Equity Interests or Junior Financing that would otherwise be permitted to be made under Sections 6.06(c), 6.06(e), 6.06(g), 6.06(h) and 6.06(i), (ii) make, or agree to offer to pay or make, directly or indirectly, any payment or other distribution that would otherwise be permitted under Section 6.09(b)(i)(E) hereof (it being understood that, for purposes of this Section 6.176.16, (x) any conversion of debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b)), (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary” pursuant to the definition thereof) or make Investments pursuant to any of Section 6.04(a)(y6.04(a)(iii)(y) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(i)), 6.04(i) (other than up to $200,000,000 in the aggregate 100,000,000 of such Investments at any time outstanding, together with all Investments made under Section 6.04(a)(y)), 6.04(j), 6.04(m), 6.04(q), 6.04(t), 6.04(x), 6.04(bb) or 6.04(ee), ) or (iv) sell or disposed of any Mortgaged Vessel (other than pursuant to a Permitted Vessel Transfer or dispositions pursuant to Section 6.05(i)); provided that, notwithstanding the foregoing, one Mortgaged Vessel that has been subject to an appraisal performed not less than 90 days prior to such sale or disposition (which appraisal shall be subject to methodology satisfactory to the Administrative Agent) (an “Appraisal” and the value determined in such Appraisal, the “Appraised Value”) may be sold or disposed of during the Covenant Relief Period so long as either, at the option of the Borrower, (x) (A) no later than three Business Days following the consummation of such sale or disposition, the BorrowerCompany prepays Term Loans, in accordance with the provisions of clauses (c) and (d) of Section 2.10, in an amount equal to the greater of (i) the Net Proceeds of such sale or disposition (without giving effect to the provisos set forth in clause (a) of the definition of “Net Proceeds”) and (ii) 50% of the Appraised Value of such Mortgaged Vessel and (B) immediately after giving effect to such sale or disposition and prepayment of Term Loans, the Loan-to-Value Ratio shall be no greater than the Loan-to-Value Ratio immediately prior to such sale or (y) (A) prior to or concurrently with the release of the Vessel Mortgage on the Vessel so disposed of, the BorrowerCompany shall have caused an additional Vessel registered under the laws of a Permitted Flag Jurisdiction that is free and clear of Liens to become a Mortgaged Vessel and shall have complied with the requirements of clauses (f) through (g) of the definition of “Collateral and Guarantee Requirement” mutatis mutandis, (B) the Vessel which becomes a Mortgaged Vessel shall have had an Appraisal performed not less than 90 days prior to such sale or disposition and (C) the additional Vessel that becomes a Mortgaged Vessel shall be of a newer age than, and shall have an Appraised Value that is not less than the Appraised Value of, the Vessel being so disposed or (v) permit Free Liquidity at any time to be less than $200,000,000, and with respect to each month ending during the Covenant Relief Period, the BorrowerCompany Borrower shall deliver a certificate of a Responsible Officer of the Company to the Administrative Agent, setting forth the calculation of Free Liquidity as of the last day of such month, which certificate shall be delivered on or prior to the fifth Business Day following the end of such month. 168.