Common use of Debt Prepayments Clause in Contracts

Debt Prepayments. (i) Voluntarily prepay or otherwise make any voluntary or optional payment in respect of, or voluntarily purchase or otherwise acquire, any subordinated, junior or secured Indebtedness for borrowed money of the Parent and its Subsidiaries, or any other Indebtedness for borrowed money of the Parent or any of its Subsidiaries having a maturity after the Term Loan Maturity Date (other than (x) intercompany Indebtedness to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary, (y) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d), or (z) with the proceeds of Permitted Refinancing Indebtedness) or (ii) repay any Indebtedness for borrowed money of the Parent and its Subsidiaries (other than (x) Indebtedness under this Agreement and under the Term Loan Agreement, (y) intercompany Indebtedness to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary and (z) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d)) having a maturity prior to the Term Loan Maturity Date other than with the proceeds of Permitted Refinancing Indebtedness; provided that the Company shall be permitted to (w) make mandatory prepayments of such Indebtedness under this clause (b)(ii) arising from the disposition (whether voluntary or involuntary) of any asset securing such Indebtedness as of the date of such mandatory prepayment event, (x) repay existing Indebtedness with respect to the DoubleTree Hotel Spokane City Center, (y) make repayments or prepayments in respect of purchase money Indebtedness financing personal property, and (z) make other repayments or prepayments under this clause (b) in an aggregate amount not to exceed $15,000,000 during the Covenant Relief Period;

Debt Prepayments. (i) Voluntarily prepay or otherwise make any voluntary or optional payment in respect of, or voluntarily purchase or otherwise acquire, any subordinated, junior or secured Indebtedness for borrowed money of the Parent and its Subsidiaries, or any other Indebtedness for borrowed money of the Parent or any of its Subsidiaries having a maturity after the Term Loan Tranche A-2 Maturity Date (other than (x) intercompany Indebtedness to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary, (y) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d), or (z) with the proceeds of Permitted Refinancing Indebtedness) or (ii) repay any Indebtedness for borrowed money of the Parent and its Subsidiaries (other than (x) Indebtedness under this Agreement and under the Term Loan Existing Credit Agreement, (y) intercompany Indebtedness to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary and (z) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d)) having a maturity prior to the Term Loan Maturity Date (as defined in the Existing Credit Agreement as in effect on the First Amendment Effective Date) other than with the proceeds of Permitted Refinancing Indebtedness; provided that the Company shall be permitted to (w) make mandatory prepayments of such Indebtedness under this clause (b)(ii) arising from the disposition (whether voluntary or involuntary) of any asset securing such Indebtedness as of the date of such mandatory prepayment event, (x) repay existing Indebtedness with respect to the DoubleTree Hotel Spokane City Center, (y) make repayments or prepayments in respect of purchase money Indebtedness financing personal property, and (z) make other repayments or prepayments under this clause (b) in an aggregate amount not to exceed $15,000,000 during the Covenant Relief Period;

Debt Prepayments. Make or offer to make (i) Voluntarily prepay or otherwise make give any voluntary or optional payment notice in respect thereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or voluntarily purchase or optionally defease, or otherwise acquiresatisfy prior to the scheduled maturity thereof in any manner, any subordinatedDebt (other than the Loans and, junior for the avoidance of doubt, any revolving credit facilities, overdraft lines of credit or secured Indebtedness for borrowed money of other similar revolving obligations); except that (a) the Parent and its Subsidiaries, or any other Indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries having a may make such voluntary payments, repayments, repurchases or redemptions of, or voluntary or optional defeasements, or otherwise satisfy prior to the scheduled maturity after the Term Loan Maturity Date thereof in any manner (other than (x) intercompany Indebtedness to the extent paid to the Company payments, repayments, repurchases, redemptions or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary, (y) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(ddefeasements constituting Extraordinary Restricted Payments), any Debt so long as (i) no Event of Default or (z) with the proceeds of Permitted Refinancing Indebtedness) Default has occurred and is continuing or would result therefrom and (ii) repay any Indebtedness for borrowed money of the Parent and its Subsidiaries (other than (x) Indebtedness under this Agreement and under the Term Loan Agreement, (y) intercompany Indebtedness to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that Borrower is not an Excluded Subsidiary and (z) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d)) having a maturity prior to the Term Loan Maturity Date other than in pro forma compliance with the proceeds of Permitted Refinancing Indebtedness; provided that financial covenants set forth in Section 6.12 immediately before and after giving effect to such payments (b) the Company Borrower shall be permitted to make Extraordinary Restricted Payments but only with the prior written consent of the Required Lenders (wnot to be unreasonably withheld, delayed or conditioned unless an Event of Default or Default has occurred and is continuing or would result therefrom) and (c) the Borrower or any of its Subsidiaries may make mandatory prepayments of such Indebtedness under this clause (b)(ii) arising from the disposition (whether voluntary payments, repayments, repurchases or redemptions of, or voluntary or involuntary) of any asset securing such Indebtedness as of the date of such mandatory prepayment eventoptional defeasements, (x) repay existing Indebtedness with respect or otherwise satisfy prior to the DoubleTree Hotel Spokane City Centerscheduled maturity thereof, (y) make repayments any Warehousing Debt or prepayments in respect Securitization Indebtedness unless an Event of purchase money Indebtedness financing personal property, Default or Default has occurred and (z) make other repayments is continuing or prepayments under this clause (b) in an aggregate amount not to exceed $15,000,000 during the Covenant Relief Period;would result therefrom.

Debt Prepayments. Make or offer to make (i) Voluntarily prepay or otherwise make give any voluntary or optional payment notice in respect thereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or voluntarily purchase or optionally defease, or otherwise acquiresatisfy prior to the scheduled maturity thereof in any manner, any subordinatedDebt (other than the Loans and, junior for the avoidance of doubt, any revolving credit facilities, overdraft lines of credit or secured Indebtedness for borrowed money of other similar revolving obligations); except that (a) the Parent and its Subsidiaries, or any other Indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries having a may make such voluntary payments, repayments, repurchases or redemptions of, or voluntary or optional defeasements, or otherwise satisfy prior to the scheduled maturity after the Term Loan Maturity Date thereof in any manner (other than (x) intercompany Indebtedness to the extent paid to the Company payments, repayments, repurchases, redemptions or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary, (y) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(ddefeasements constituting Extraordinary Restricted Payments), any Debt so long as (i) no Event of Default or (z) with the proceeds of Permitted Refinancing Indebtedness) Default has occurred and is continuing or would result therefrom and (ii) repay any Indebtedness for borrowed money of the Parent Borrower is in pro forma compliance with the financial covenants set forth in Section 6.12 immediately before and its Subsidiaries (other than (x) Indebtedness under this Agreement and under the Term Loan Agreement, (y) intercompany Indebtedness after giving effect to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary such payments and (zb) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d)) having a maturity prior to the Term Loan Maturity Date other than with the proceeds of Permitted Refinancing Indebtedness; provided that the Company Borrower shall be permitted to (w) make mandatory prepayments of Extraordinary Restricted Payments so long as, after giving effect to such Indebtedness under this clause (b)(ii) arising from the disposition (whether voluntary or involuntary) of any asset securing such Indebtedness as of the date of such mandatory prepayment eventExtraordinary Restricted Payment, (xi) repay existing Indebtedness with respect to the DoubleTree Hotel Spokane City Centerno Event of Default or Default has occurred and is continuing or would result therefrom, (yii) make repayments or prepayments in respect of purchase money Indebtedness financing personal property, the Total Net Leverage Ratio as tested on a pro forma basis for the most recently ended fiscal quarter is not greater than 4.50:1.00 and (ziii) make the Asset Coverage Ratio as tested on a pro forma basis for the most recently ended fiscal quarter is at least 115%. For the avoidance of doubt, notwithstanding any other repayments or prepayments provision in any Loan Document, ACRC Lender shall be permitted at all times to repay and/or reborrow any Debt under this clause (b) the City National Bank Facility so long as the aggregate principal amount of commitments thereunder are not terminated in an aggregate amount not to exceed $15,000,000 during the Covenant Relief Period;full,.

Debt Prepayments. Make or offer to make (i) Voluntarily prepay or otherwise make give any voluntary or optional payment notice in respect thereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or voluntarily purchase or optionally defease, or otherwise acquiresatisfy prior to the scheduled maturity thereof in any manner, any subordinatedDebt (other than the Loans and, junior for the avoidance of doubt, any revolving credit facilities, overdraft lines of credit or secured Indebtedness for borrowed money of other similar revolving obligations); except that (a) the Parent and its Subsidiaries, or any other Indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries having a may make such voluntary payments, repayments, repurchases or redemptions of, or voluntary or optional defeasements, or otherwise satisfy prior to the scheduled maturity after the Term Loan Maturity Date thereof in any manner (other than (x) intercompany Indebtedness to the extent paid to the Company payments, repayments, repurchases, redemptions or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary, (y) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(ddefeasements constituting Extraordinary Restricted Payments), any Debt so long as (i) no Event of Default or (z) with the proceeds of Permitted Refinancing Indebtedness) Default has occurred and is continuing or would result therefrom and (ii) repay any Indebtedness for borrowed money of the Parent Borrower is in pro forma compliance with the financial covenants set forth in Section 6.12 immediately before and its Subsidiaries (other than (x) Indebtedness under this Agreement and under the Term Loan Agreement, (y) intercompany Indebtedness after giving effect to the extent paid to the Company or any Wholly Owned Subsidiary of the Company that is not an Excluded Subsidiary such payments and (zb) other intercompany Indebtedness to the extent such payment constitutes a permitted Investment under Section 10.11.(d)) having a maturity prior to the Term Loan Maturity Date other than with the proceeds of Permitted Refinancing Indebtedness; provided that the Company Borrower shall be permitted to (w) make mandatory prepayments of Extraordinary Restricted Payments so long as, after giving effect to such Indebtedness under this clause (b)(ii) arising from the disposition (whether voluntary or involuntary) of any asset securing such Indebtedness as of the date of such mandatory prepayment eventExtraordinary Restricted Payment, (xi) repay existing Indebtedness with respect to the DoubleTree Hotel Spokane City Centerno Event of Default or Default has occurred and is continuing or would result therefrom, (yii) make repayments or prepayments in respect of purchase money Indebtedness financing personal property, the Total Net Leverage Ratio as tested on a pro forma basis for the most recently ended fiscal quarter is not greater than 3.75:1.00 and (ziii) make the Asset Coverage Ratio as tested on a pro forma basis for the most recently ended fiscal quarter is at least 125%. For the avoidance of doubt, notwithstanding any other repayments or prepayments provision in any Loan Document, ACRC Lender shall be permitted at all times to repay and/or reborrow any Debt under this clause (b) the City National Bank Facilities so long as the aggregate principal amount of commitments thereunder are not terminated in an aggregate amount not to exceed $15,000,000 during the Covenant Relief Period;full,.