Common use of Limitation on Leases Clause in Contracts

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or any of its subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any Guarantor: 100 95 (a) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof having annual lease payments of less than $250,000 and (ii) in existence on the date hereof and listed on Schedule 7.11(a) (and, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters operated by the Borrower's subsidiaries as of the date hereof and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.03, provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount of all such Capital Lease Obligations and (B) any purchase money Indebtedness permitted pursuant to Section 7.01(c) shall not exceed $35,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term Loans, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurred; (d) any fair market value leases entered into by TA in connection with the relocation of its offices; (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000.

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or any of its subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any Guarantor: 100 95: (a) (i) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof March 21, 1997, having annual lease payments of less than $250,000 and (ii) leases of such Guarantor in existence on the date hereof March 21, 1997, and listed on Schedule 7.11(a) (and, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof March 21, 1997 by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters Truckstops operated by the Borrower's subsidiaries as of the date hereof March 21, 1997 and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.037.03(b), provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,00015,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount annual rental payments in respect of all such Capital Lease Obligations and (B) any purchase money Indebtedness permitted pursuant to Section 7.01(c) shall not exceed $35,000,000 15,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term Loans, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurred; (d) any fair market value leases entered into by TA or National in connection with the relocation of its offices;; and (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,0007.03(a).

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or any of its subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any either Guarantor: 100 95: (a) (i) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof having annual lease payments of less than $250,000 and (ii) leases of such Guarantor in existence on the date hereof and listed on Schedule 7.11(a) (and, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters Truckstops operated by the Borrower's subsidiaries as of the date hereof and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.03, provided PROVIDED that the aggregate annual lease payments under all such leases described in this clause (b) shall not exceed $20,000,00010,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided PROVIDED that (i) the aggregate of (A) the aggregate principal amount annual rental payments in respect of all such Capital Lease Obligations and (B) any purchase money Indebtedness permitted pursuant to Section 7.01(c) shall not exceed $35,000,000 15,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term Loans, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurred;; and (d) any fair market value leases entered into by TA such Guarantor in connection with the relocation of its offices; (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000.

Limitation on Leases. Create Except for those leases described in Schedule 9.07 and such other leases to which the Administrative Agent has consented in writing, the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any obligations on the part of the Borrower or any of its subsidiaries obligation for the payment of rents for rent or hire of Property of any property kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made by Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, except, to exceed $1,000,000 in any period of twelve (12) consecutive calendar months during the case life of any Guarantor: 100 95such leases.” (xxxii) Clause (ii) of the preamble to Section 9.11 of the Credit Agreement is hereby amended by restating the phrase “Eagle Ford Midstream JV Units” to read “Eagle Ford Midstream Processing JV Units”. (xxxiii) Clauses (a) and (b) of Section 9.20 of the Credit Agreement are hereby deleted and the following are substituted therefor: (a) leases (The Borrower and each of the Guarantors shall not, and shall not permit any Restricted Subsidiary to, engage in any business or activity other than leases of real property) of such Guarantor (i) entered into in the ordinary course business of business the exploration for, and in existence on development, acquisition, and the date hereof having annual lease payments of less than $250,000 production of, Hydrocarbons produced from its Oil and Gas Properties; (ii) the business of marketing, processing, treating, gathering, and upstream transportation of such Hydrocarbons produced by the Borrower and its Subsidiaries; (iii) developing raw land acquired or leased by the Borrower or its Subsidiaries in existence on conjunction with the date hereof activities described in clause (i) or (ii) above, and listed on Schedule 7.11(aremediating such land for resale; (iv) the business of providing services to support any of the Borrower’s or its Subsidiaries’ activities described in clause (andi), (ii) or (iii) above; and (v) making and owning Investments as permitted under Section 9.05, including Investments in Persons that are in the business of marketing, processing, treating, gathering or transporting Hydrocarbons without limitation as to who produced such Hydrocarbons. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to engage in any activity or business, or acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties or businesses, in any event, which are not located within the geographical boundaries of the U.S. or the offshore area in the Gulf of Mexico over which the U.S. asserts jurisdiction. The Borrower shall not permit any Unrestricted Subsidiary to engage in any business or activity other than the oil and gas industry and businesses and activities ancillary thereto or in furtherance thereof. Without limitation of the preceding sentence, (i) SN Services may own and operate aircraft, (ii) any Unrestricted Subsidiary may engage in the business of marketing, processing, treating, gathering, and transporting Hydrocarbons without limitation as to who produced such Hydrocarbons, and (iii) any Unrestricted Subsidiary may make direct or indirect investments in Oil and Gas Properties and other assets used or useful in the conduct of the oil and gas business and Persons in the oil and gas industry (including acquisitions of Debt of and Equity Interests in other Persons in the oil and gas industry), including Oil and Gas Properties and other assets and Persons which are not located within the geographical boundaries of the U.S. or the offshore area in the Gulf of Mexico over which the U.S. asserts jurisdiction. (b) The Borrower and each of the Guarantors shall not, and shall not permit any Restricted Subsidiary to, alter, amend or modify in any manner materially adverse to the Lenders any of its organizational documents. In any event, the Borrower shall not permit any of its Restricted Subsidiaries to (i) if such Subsidiary is a limited liability company, amend its limited liability company agreement to “opt in” to “security” status in accordance with Section 8.103 of the UCC or (ii) evidence its Equity Interests with a certificate without, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value prior consent of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement);Administrative Agent.” (bxxxiv) operating leases entered into after the date hereof by such Guarantor as lessee Clause (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks second sentence of TravelCenters operated by the Borrower's subsidiaries as Section 11.09 of the date hereof Credit Agreement is hereby deleted and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.03, provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,000;following is substituted therefor: (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) until such time as the aggregate security interests in the right, title and interest of (A) SN Catarina in the aggregate principal amount Bee County Gas Processing Property, the Bee County Gas Processing Property Ownership and Operating Agreement, the Eagle Ford Midstream Processing JV Units and the Eagle Ford Midstream Processing JV LLC Agreement and any proceeds of all such Capital Lease Obligations any thereof are released in accordance with the Eagle Ford Midstream JV Transaction Pledge Agreement and (B) any purchase money Indebtedness permitted pursuant to Section 7.01(c) shall not exceed $35,000,000 at any time outstandingthe Eagle Ford Midstream Processing JV LLC Agreement, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term Loans, (iii) none of the related leases shall contain financial covenants such right, title and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments interest shall be deemed subject to be Capital Expenditures in any security interest or other Lien to secure the year in which they are incurred; (d) any fair market value leases entered into by TA in connection with the relocation of its offices; (e) leases permitted pursuant to Section 7.03; Obligations and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000”.

Limitation on Leases. Create or suffer to exist The Company shall not, and shall not permit any obligations Restricted Subsidiary to, Incur any Operating Lease except: (i) any Operating Lease in effect on the part date of this Indenture; (ii) any Operating Lease relating to personal property used in the Company's or a Restricted Subsidiary's ordinary course of business; (iii) any Operating Lease of real property having an annualized Rental Expense of less than $0.625 million; (iv) any Operating Lease (A) Incurred by a Person prior to the time such Person became a Restricted Subsidiary, (B) acquired by the Company or any Restricted Subsidiary through a purchase or other acquisition of assets or (C) Incurred by a Restricted Subsidiary in connection with a merger or consolidation with or into another Person (other than a Restricted Subsidiary) in a transaction in which such Person becomes a Restricted Subsidiary of the Borrower or any of its subsidiaries for the payment of rents for any property under leases or agreements to leaseCompany; provided, exceptthat, in the case of any Guarantor: 100 95 Operating Lease Incurred pursuant to Clause (aA) leases or (other than leases of real propertyC) of this Clause (iv), such Guarantor Operating Lease was not Incurred in anticipation of such transaction and was outstanding prior to such transaction; and provided further, that the difference, if any (i) entered into in the ordinary course of business and in existence on the date hereof having annual lease payments of but not less than $250,000 and (iizero) in existence on the date hereof and listed on Schedule 7.11(a) (and, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters operated by the Borrower's subsidiaries as of the date hereof and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.03, provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount annualized Rental Expense of all such Capital Operating Lease Obligations and (B) the annualized Rental Expense of any purchase money Indebtedness permitted equivalent or similar Operating Lease relating to assets or properties disposed of in connection with such transaction and as to which the Company or such Restricted Subsidiary is no longer, directly or indirectly, liable or obligated under or as to which another Person with a Credit Rating equal to or greater than the Company shall have agreed to indemnify and hold harmless the Company or such Restricted Subsidiary with respect to all of its liabilities and obligations under such Operating Lease, together with the annualized Rental Expense of any other Operating Lease Incurred pursuant to Section 7.01(c) this Clause (iv), shall not exceed $35,000,000 3 million in the fiscal year of such Incurrence; (v) any Operating Lease in addition to those described in Clauses (i) through (iv) above and Clauses (vi) through (vii) below Incurred after the date of this Indenture the annualized Rental Expense of which, together with the annualized Rental Expense of any other Operating Lease Incurred pursuant to this Clause (v), shall not exceed 3% of the Consolidated EBITDA of the Company for the four full fiscal quarters for which internal financial statements are available immediately preceding the Incurrence of such Operating Lease; (vi) any Operating Lease between the Company and a Wholly Owned Restricted Subsidiary or between a Wholly Owned Restricted Subsidiary and the Company or another Wholly Owned Restricted Subsidiary; provided, however, that in the case of the issuance (other than directors' qualifying shares), sales, lease, transfer or other disposition of shares of Capital Stock (including by a consolidation or merger) of such Wholly Owned Restricted Subsidiary to a Person other than the Company or another Wholly Owned Restricted Subsidiary, the provisions of this Clause (vi) shall no longer be applicable to such Operating Lease and such Operating Lease shall be deemed to have been Incurred at that time; (vii) at the election of the Company, any time outstandingOperating Lease in addition to that permitted to be Incurred pursuant to Clauses (i) through (vi) above and Clause (viii) below if (a) the Company treats the Attributable Value of such Operating Lease as Debt for all purposes under this Indenture, including for purposes of the pro forma calculation required by this Clause (vii), (iib) each the portion of Rental Expense in respect of such Operating Lease that would have been allocable to interest expense in accordance with generally accepted accounting principles if such Operating Lease was treated as a Capital Lease Obligation is treated as Consolidated Interest Expense of the Company for all purposes of this Indenture, including for purposes of the pro forma calculation required by this Clause (vii), and (c) the Company would, at the time of its incurrence shall have an average life to maturity greater than such Incurrence and after giving pro forma effect thereto as if such Incurrence had occurred at the average life to maturity beginning of the outstanding Term Loansmost recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such Incurrence, have been permitted to Incur at least $1.00 of additional Debt pursuant to the Consolidated EBITDA Coverage Ratio test set forth in the first paragraph of Section 1008; and (viii) any renewal, extension or replacement (each a "replacement") of any Operating Lease permitted by Clause (i), (iiiiv), (v) none or (vii) or this Clause (viii); pxxxxxxd, that the Incurrence of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments an Operating Lease shall be deemed to be Capital Expenditures in the replacement of another Operating Lease so long as the obligation to pay rent or other amounts does not begin earlier than one year in which they are incurred; (d) any fair market value leases entered into by TA in connection with prior to the relocation end of its offices; (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that term of the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000Operating Lease being replaced.

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or Company of any of its subsidiaries Subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any Guarantor: 100 95: (a) (i) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof March 21, 1997 having annual lease payments of less than $250,000 and (ii) leases of such Guarantor in existence on the date hereof March 21, 1997 and listed on Schedule 7.11(a) (and, in each case, and any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters operated by the Borrower's subsidiaries Network as of the date hereof March 21, 1997 and (ii) in connection with Sale and Lease-Back Leaseback Transactions permitted by Section 7.037.3(b), provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,00015,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount of all such Capital Lease Obligations and (B) any all purchase money Indebtedness permitted pursuant to Section 7.01(c7.1(c) shall not exceed $35,000,000 15,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term LoansNotes, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurred; (d) any fair market fair-market-value leases entered into by TA or National in connection with the relocation of its offices;; and (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,0007.3(a).

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or any of its subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any Guarantor: 100 95: (a) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof having annual lease payments of less than $250,000 and (ii) in existence on the date hereof and listed on Schedule 7.11(a) (and, in each case, any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters operated by the Borrower's subsidiaries as of the date hereof and (ii) in connection with Sale and Lease-Back Transactions permitted by Section 7.03, provided that the aggregate annual lease payments under all leases described in this clause (b) shall not exceed $20,000,00030,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount of all such Capital Lease Obligations and (B) any purchase money Indebtedness permitted pursuant to Section 7.01(c) shall not exceed $35,000,000 50,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term Loans, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such the aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurredpaid; (d) any fair market value leases entered into by TA in connection with the relocation of its offices;; and (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000.

Limitation on Leases. Create or suffer to exist any obligations on the part of the Borrower or Company of any of its subsidiaries Subsidiaries for the payment of rents for any property under leases or agreements to lease, except, in the case of any either Guarantor: 100 95: (a) (i) leases (other than leases of real property) of such Guarantor (i) entered into in the ordinary course of business and in existence on the date hereof having annual lease payments of less than $250,000 and (ii) leases of such Guarantor in existence on the date hereof and listed on Schedule 7.11(a) (and, in each case, and any extensions, renewals or replacements of such leases, provided that the annual lease payment under any such extension, renewal or replacement shall be no greater than the fair market rental value of the leased property, as of the date of such extension, renewal or replacement for the term of such extension, renewal or replacement); (b) operating leases entered into after the date hereof by such Guarantor as lessee (i) in the ordinary course of business in a manner and to an extent consistent with historical practices of the networks of TravelCenters operated by the Borrower's subsidiaries Network as of the date hereof and (ii) in connection with Sale and Lease-Back Leaseback Transactions permitted by Section 7.037.3, provided that the aggregate annual lease payments under all such leases described in this clause (b) shall not exceed $20,000,00010,000,000; (c) Capital Lease Obligations incurred by such Guarantor to finance the acquisition of equipment and other property, provided that (i) the aggregate of (A) the aggregate principal amount of all such Capital Lease Obligations and (B) any all purchase money Indebtedness permitted pursuant to Section 7.01(c7.1(c) shall not exceed $35,000,000 15,000,000 at any time outstanding, (ii) each Capital Lease Obligation at the time of its incurrence shall have an average life to maturity greater than the average life to maturity of the outstanding Term LoansNotes, (iii) none of the related leases shall contain financial covenants and (iv) for purposes of Section 7.13, the amount of such aggregate annual rental payments shall be deemed to be Capital Expenditures in the year in which they are incurred;; and (d) any fair market fair-market-value leases entered into by TA such Guarantor in connection with the relocation of its offices; (e) leases permitted pursuant to Section 7.03; and (f) the Existing Synthetic Leases, provided that the aggregate lease payments paid by the Borrower and its subsidiaries under the Existing Synthetic Leases in any fiscal year shall not exceed $9,000,000.