Common use of Issuance of Indebtedness; Equity Issuances Clause in Contracts

Issuance of Indebtedness; Equity Issuances. If, at any time, on and after June 30, 2020 and prior to the last day of the Covenant Relief Period, the Parent, the Borrower or any Subsidiary thereof receives cash proceeds from any incurrence of any Indebtedness (including the net proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuances (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment Assets, Availability is equal to or greater than $250,000,000, the proceeds of such Equity Issuances applied within ten Business Days of the receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) to (or held in escrow with a third party escrow agent and all or any portion (x) may be removed from escrow and applied to the purchase of Reinvestment Assets or as required pursuant to this clause (b)(iii) and clause (b)(iv) below or (y) if required by the terms of the Senior Notes Agreement to be applied to the payment of the Senior Notes, shall be removed from escrow and applied (1) to the Senior Notes in the amount required to be prepaid to the Senior Notes in accordance with the Senior Notes Agreement and (2) to the Obligations in an amount equal to the proportionate amount based on the amount of the payment made to the Senior Notes under clause (1) above and the calculations provided for in clause (iv)(B) with respect to the pro rata portion that the Lenders would be entitled to receive based on the actual payment made on the Senior Notes all in accordance with clause (b)(iv) below), the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) below) in an amount equal to the amount of such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent, the Borrower or its Subsidiaries), including reasonable legal fees and expenses, within three (3) Business Days of the Parent’s, the Borrower’s or such Subsidiary’s receipt of such cash proceeds or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

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Issuance of Indebtedness; Equity Issuances. If, at any time, on and after June 30, 2020 and prior to (x) the last day of the Covenant Relief Period or (y) solely with respect to the incurrence of any Indebtedness (and not Equity Issuances), if later and the Senior Notes remain outstanding, the last day of the Covenant Threshold Adjustment Period, if any, the Parent, the Borrower or any Subsidiary thereof receives cash proceeds from any incurrence of any Indebtedness (including the net proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuances (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment AssetsAssets (or escrow deposits, as applicable, per the below), Availability is equal to or greater than $250,000,000, 250,000,000 and the proceeds of such Equity Issuances are applied within ten Business Days of the receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) to the purchase of Reinvestment Assets (or held in escrow with a third party escrow agent and all or any portion (x) may be removed from escrow and applied to the purchase of Reinvestment Assets or as required pursuant to this clause (b)(iii) and clause (b)(iv) below or (y) if required by the terms of the Senior Notes Agreement to be applied to the payment of the Senior Notes, shall be removed from escrow and applied (1) to the Senior Notes in the amount required to be prepaid to the Senior Notes in accordance with the Senior Notes Agreement and (2) to the Obligations in an amount equal to the proportionate amount based on the amount of the payment made to the Senior Notes under clause (1) above and the calculations provided for in clause (iv)(B) with respect to the pro rata portion that the Lenders would be entitled to receive based on the actual payment made on the Senior Notes all in accordance with clause (b)(iv) below)), the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans, Swingline Loans and Swingline Loans Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) and (iv)(D) below) in an amount equal to the amount of such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent, the Borrower or its Subsidiaries), including reasonable legal fees and expenses, within three (3) Business Days of the Parent’s, the Borrower’s or such Subsidiary’s receipt of such cash proceeds or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Issuance of Indebtedness; Equity Issuances. If, at any time, on and after June 30, 2020 and prior to (x) the last day of the Covenant Relief Period or (y) solely with respect to the incurrence of any Indebtedness (and not Equity Issuances), if later and the Senior Notes remain outstanding, the last day of the Covenant Threshold Adjustment Period, if any, the Parent, the Borrower or any Subsidiary thereof receives cash proceeds from any incurrence of any Indebtedness (including the net proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuances (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment AssetsAssets (or escrow deposits, as applicable, per the below), Availability is equal to or greater than $250,000,000, 250,000,000 and the proceeds of such Equity Issuances are applied within ten Business Days of the receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) to the purchase of Reinvestment Assets (or held in escrow with a third party escrow agent and all or any portion (x) may be removed from escrow and applied to the purchase of Reinvestment Assets or as required pursuant to this clause (b)(iii) and clause (b)(iv) below or (y) if required by the terms of the Senior Notes Agreement to be applied to the payment of the Senior Notes, shall be removed from escrow and applied (1) to the Senior Notes in the amount required to be prepaid to the Senior Notes in accordance with the Senior Notes Agreement and (2) to the Obligations in an amount equal to the proportionate amount based on the amount of the payment made to the Senior Notes under clause (1) above and the calculations provided for in clause (iv)(B) with respect to the pro rata portion that the Lenders would be entitled to receive based on the actual payment made on the Senior Notes all in accordance with clause (b)(iv) below)), the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans, Swingline Loans and Swingline Loans Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) below) in an amount equal to the amount of such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent, the Borrower or its Subsidiaries), including reasonable legal fees and expenses, within three (3) Business Days of the Parent’s, the Borrower’s or such Subsidiary’s receipt of such cash proceeds or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement.. ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Issuance of Indebtedness; Equity Issuances. If, at any time, on and after June 30, 2020 and prior to (x) the last day of the Covenant Relief Period or (y) solely with respect to the incurrence of any Indebtedness (and not Equity Issuances), if later and the Senior Notes remain outstanding, the last day of the Covenant Threshold Adjustment Period, if any, the Parent, the Borrower or any Subsidiary thereof receives cash proceeds from any incurrence of any Indebtedness (including the net proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuances (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment AssetsAssets (or escrow deposits, as applicable, per the below), Availability is equal to or greater than $250,000,000, and the proceeds of such Equity Issuances are applied within ten Business Days of the receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) to the purchase of Reinvestment Assets (or held in escrow with a third party escrow agent and all or any portion (x) may be removed from escrow and applied to the purchase of Reinvestment Assets or as required pursuant to this clause (b)(iii) and clause (b)(iv) below or (y) if required by the terms of the Senior Notes Agreement to be applied to the payment of the Senior Notes, shall be removed from escrow and applied (1) to the Senior Notes in the amount required to be prepaid to the Senior Notes in accordance with the Senior Notes Agreement and (2) to the Obligations in an amount equal to the proportionate amount based on the amount of the payment made to the Senior Notes under clause (1) above and the calculations provided for in clause (iv)(B) with respect to the pro rata portion that the Lenders would be entitled to receive based on the actual payment made on the Senior Notes all in accordance with clause (b)(iv) below)), the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans and and, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) below) in an amount equal to the amount of such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent, the Borrower or its Subsidiaries), including reasonable legal fees and expenses, within three (3) Business Days of the Parent’s, the Borrower’s or such Subsidiary’s receipt of such cash proceeds or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement.. ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

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Issuance of Indebtedness; Equity Issuances. If, at any time, on and after June 30, 2020 and prior to the last day of the Covenant Relief Period, the Parent, the Borrower or any Subsidiary thereof receives cash proceeds from any incurrence of any Indebtedness (including the net proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuances (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment Assets, Availability is equal to or greater than $250,000,000, the proceeds of such Equity Issuances applied within ten Business Days of the receipt thereof (or, if such receipt occurs prior to the First Amendment Date, on the First Amendment Date) to (or held in escrow with a third party escrow agent and all or any portion (x) may be removed from escrow and applied to the purchase of Reinvestment Assets or as required pursuant to this clause (b)(iii) and clause (b)(iv) below or (y) if required by the terms of the Senior Notes Agreement to be applied to the payment of the Senior Notes, shall be removed from escrow and applied (1) to the Senior Notes in the amount required to be prepaid to the Senior Notes in accordance with the Senior Notes Agreement and (2) to the Obligations in an amount equal to the proportionate amount based on the amount of the payment made to the Senior Notes under clause (1) above and the calculations provided for in clause (iv)(B) with respect to the pro rata portion that the Lenders would be entitled to receive based on the actual payment made on the Senior Notes all in accordance with clause (b)(iv) below), the Borrower shall, in accordance with clause (iv) below, prepay the Term Loans, prepay the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Senior Notes (subject to clause (iv)(C) below) in an amount equal to the amount of such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent, the Borrower or its Subsidiaries), including reasonable legal fees and expenses, within three (3) Business Days of the Parent’s, the Borrower’s or such Subsidiary’s receipt of such cash proceeds or, with respect to the Senior Notes, within the period of time required under the Senior Notes Agreement.. ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

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