Common use of Option to Extend Interest Payment Period Clause in Contracts

Option to Extend Interest Payment Period. On the terms and subject to the conditions set forth in the Indenture, the Company shall have the right at any time during the term of the Securities to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such Extension Period; provided, no Extension Period may extend beyond the Stated Maturity of the Securities. Each Extension Period, if any, will end on an Interest Payment Date. At the end of each Extension Period, the Company shall pay all interest then accrued and unpaid (including Additional Interest, if any) together with interest thereon compounded quarterly at the rate of interest borne by the Securities to the extent permitted by applicable law ("Compounded Interest"); provided, that during any Extension Period, the Company shall be required to comply with certain covenants set forth in the Indenture. Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; provided, that such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may select a new Extension Period, subject to the above requirements. No interest during an Extension Period shall be due and payable. If the payment of interest on the Securities is deferred as aforesaid, except under the limited circumstances described in the Indenture, such deferred interest (including Additional Payments, if any) shall be paid to the Holders registered as such in the Security Register at 5:00 p.m. (New York City time) on the Regular Record Date immediately preceding the Interest Payment Date upon which such Extension Period ends.

Option to Extend Interest Payment Period. On the terms So long as no Indenture Event of Default, and subject to the conditions set forth in the Indentureno event that, after notice or lapse of time or both, would become an Indenture Event of Default, has occurred and is continuing, the Company shall have the right at any time during the term of the Securities this Debenture to defer the payment of interest payments (including Additional Payments) from time to time on this Debenture for one or more periods selected by extending the interest payment period for successive periods (each, an "Extension Period") Company not exceeding 20 consecutive quarters for each any such Extension period (each, subject to extension and shortening as provided in the following two sentences, a "Deferral Period"); provided, except that no Extension Deferral Period may extend beyond the Stated Maturity maturity of this Debenture. At any time prior to the Securities. Each Extension end of a Deferral Period, if anythe Company may, so long as no Indenture Event of Default, and no event that, after notice or lapse of time or both, would become an Indenture Event of Default, shall have occurred and be continuing, extend the Deferral Period and further defer the payment of interest on this Debenture, provided that the Deferral Period as so extended shall not exceed 20 consecutive quarters or extend beyond the maturity of this Debenture. At any time prior to the end of a calendar quarter ending prior to the end of a Deferral Period, the Company may shorten the Deferral Period so that it will end on an Interest Payment Datethe last day of such calendar quarter. At On the end last day of each Extension Deferral Period, the Company shall pay all interest interest (1) All terms used in this Debenture that are defined in the Indenture referred to herein or in the Declaration attached as Annex A thereto shall have the meanings assigned to them in the Indenture, or if not there defined, in the Declaration. then accrued and unpaid (including Additional Interest, if any) on this Debenture together with interest thereon compounded quarterly at the rate of interest borne by the Securities specified for this Debenture to the extent permitted by applicable law ("Compounded Interest"); provided. No interest shall be due and payable during a Deferral Period, that during except on the last day thereof. During any Extension Deferral Period, the Company shall be required not, and shall cause each of its Subsidiaries not to, (i) declare or pay dividends on, or make a distribution with respect to, or redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or other equity securities other than (A) any purchase or acquisition of Common Stock (or Common Stock equivalents) in connection with the satisfaction by the Company or the Subsidiary of its obligations under any employee benefit plan or the satisfaction by the Company or the Subsidiary of its obligations pursuant to comply with certain covenants set forth any contract or security requiring the Company or the Subsidiary to purchase Common Stock (or Common Stock equivalents), (B) any purchase of Common Stock (or Common Stock equivalents) from an officer or employee (or a Person performing similar functions) of the Company or any of its Subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Company or the Subsidiary to purchase such Common Stock (or Common Stock equivalents), (C) as a result of a reclassification of the capital stock or other equity securities of the Company or any of its Subsidiaries or the exchange or conversion of one class or series of capital stock or other equity securities for another class or series of capital stock or other equity securities of the Company or any of its Subsidiaries, (D) any dividend or distribution of Common Stock on Common Stock, (E) any purchase of fractional interests in capital stock or other equity securities of the Indenture. Prior Company or any of its Subsidiaries pursuant to the termination conversion or exchange provisions of such capital stock or other equity security being converted or exchanged, (F) any declaration or payment of a dividend in connection with the implementation of a Rights Plan or the redemption or repurchase of any such Extension Periodrights distributed pursuant to a Rights Plan, (G) any dividend or distribution by a Subsidiary of the Company to the Company or another Subsidiary of the Company, (H) any distribution by WestCoast Hospitality Limited Partnership ("WHLP") to any Person that is a partner in WHLP for federal income tax purposes so long as (x) at the time of the distribution, the Company may further extend has at least an 80% interest in the income, gain, loss and deductions of WHLP, and (y) such Extension Period; provideddistribution is required by the Amended and Restated Agreement of Limited Partnership of WHLP, that such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarters or extend beyond as in effect on the Stated Maturity date of original issuance of the Securities. Upon Debentures, and (I) any distribution by any other Subsidiary of the termination Company that is not wholly owned by the Company, so long as none of the holders of equity interests in such Subsidiary have any right to convert such equity securities into, or exchange such equity securities for, Common Stock of the Company; (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem, any debt securities issued by the Company that rank pari passu with or junior to this Debenture; or (iii) make any guarantee payments with respect to any guarantee (other than the Guarantee) by the Company of any Extension debt securities of any its Subsidiaries, if such guarantee ranks pari passu with or junior to this Debenture. If the Property Trustee is the sole Holder of the Debentures at the time the Company selects a Deferral Period and the payment of all amounts then dueor extends or shortens a Deferral Period in progress, the Company may select a new Extension shall give written notice to the Administrative Trustees, the Property Trustee and the Trustee of its selection, extension or shortening of the Deferral Period, subject as the case may be, at least one Business Day prior to the above requirements. No interest during an Extension Period shall earliest of (i) the date the next distribution on the Trust Preferred Securities would otherwise be due payable, (ii) the date the Trust is required to give notice of such distribution or the record date therefor to any securities exchange or automated quotation system on which the Trust Preferred Securities may be listed or traded, and payable(iii) two Business Days prior to such record date. If the payment Property Trustee is not the sole Holder of interest on the Securities is deferred Debentures at the time the Company selects a Deferral Period or extends or shortens a Deferral Period in progress, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection, extension or shortening of the Deferral Period, as aforesaidthe case may be, except under the limited circumstances described in the Indenture, such deferred interest (including Additional Payments, if any) shall be paid at least ten Business Days prior to the Holders registered as such in earliest of (i) the Security Register at 5:00 p.m. next Interest Payment Date, (New York City timeii) on the Regular Record Date immediately preceding date the Company is required to give notice of the Interest Payment Date upon or record date therefor to any securities exchange or automated quotation system on which the Debentures may be listed or traded, and (iii) two Business Days prior to such Extension record date. The quarter in which any notice is given pursuant to the third or fourth paragraph of this Section 3 of the Company's selection of a Deferral Period endsshall be counted as one of the 20 quarters permitted in the maximum Deferral Period permitted under the first paragraph of this Section 3(a).

Option to Extend Interest Payment Period. On the terms So long as no Indenture Event of Default, and subject to the conditions set forth in the Indentureno event that, after notice or lapse of time or both, would become an Indenture Event of Default, has occurred and is continuing, the Company shall have the right at any time during the term of the Securities this Debenture to defer the payment of interest payments (including Additional Payments) from time to time on this Debenture for one or more periods selected by extending the interest payment period for successive periods (each, an "Extension Period") Company not exceeding 20 consecutive quarters for each any such Extension period (each, subject to extension and shortening as provided in the following two sentences, a "Deferral Period"); provided, except that no Extension Deferral Period may extend beyond the Stated Maturity maturity of this Debenture. At any time prior to the Securities. Each Extension end of a Deferral Period, if anythe Company may, so long as no Indenture Event of Default, and no event that, after notice or lapse of time or both, would become an Indenture Event of Default, shall have occurred and be continuing, extend the Deferral Period and further defer the payment of interest on this Debenture, provided that the Deferral Period as so extended shall not exceed 20 consecutive quarters or extend beyond the maturity of this Debenture. At any time prior to the end of a calendar quarter ending prior to the end of a Deferral Period, the Company may shorten the Deferral Period so that it will end on an Interest Payment Datethe last day of such calendar quarter. At On the end last day of each Extension Deferral Period, the Company shall pay all interest interest (1) All terms used in this Debenture that are defined in the Indenture referred to herein or in the Declaration shall have the meanings assigned to them in the Indenture, or if not there defined, in the Declaration. then accrued and unpaid (including Additional Interest, if any) on this Debenture together with interest thereon compounded quarterly at the rate of interest borne by the Securities specified for this Debenture to the extent permitted by applicable law ("Compounded Interest"); provided. No interest shall be due and payable during a Deferral Period, that during except on the last day thereof. During any Extension Deferral Period, the Company shall be required not, and shall cause each of its Subsidiaries not to, (i) declare or pay dividends on, or make a distribution with respect to, or redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or other equity securities other than (A) any purchase or acquisition of Common Stock (or Common Stock equivalents) in connection with the satisfaction by the Company or the Subsidiary of its obligations under any employee benefit plan or the satisfaction by the Company or the Subsidiary of its obligations pursuant to comply with certain covenants set forth any contract or security requiring the Company or the Subsidiary to purchase Common Stock (or Common Stock equivalents), (B) any purchase of Common Stock (or Common Stock equivalents) from an officer or employee (or a Person performing similar functions) of the Company or any of its Subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Company or the Subsidiary to purchase such Common Stock (or Common Stock equivalents), (C) as a result of a reclassification of the capital stock or other equity securities of the Company or any of its Subsidiaries or the exchange or conversion of one class or series of capital stock or other equity securities for another class or series of capital stock or other equity securities of the Company or any of its Subsidiaries, (D) any dividend or distribution of Common Stock on Common Stock, (E) any purchase of fractional interests in capital stock or other equity securities of the Indenture. Prior Company or any of its Subsidiaries pursuant to the termination conversion or exchange provisions of such capital stock or other equity security being converted or exchanged, (F) any declaration or payment of a dividend in connection with the implementation of a Rights Plan or the redemption or repurchase of any such Extension Periodrights distributed pursuant to a Rights Plan, (G) any dividend or distribution by a Subsidiary of the Company to the Company or another Subsidiary of the Company, (H) any distribution by WestCoast Hospitality Limited Partnership ("WHLP") to any Person that is a partner in WHLP for federal income tax purposes so long as (x) at the time of the distribution, the Company may further extend has at least an 80% interest in the income, gain, loss and deductions of WHLP, and (y) such Extension Period; provideddistribution is required by the Amended and Restated Agreement of Limited Partnership of WHLP, that such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarters or extend beyond as in effect on the Stated Maturity date of original issuance of the Securities. Upon Debentures, and (I) any distribution by any other Subsidiary of the termination Company that is not wholly owned by the Company, so long as none of the holders of equity interests in such Subsidiary have any right to convert such equity securities into, or exchange such equity securities for, Common Stock of the Company; (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem, any debt securities issued by the Company that rank pari passu with or junior to this Debenture; or (iii) make any guarantee payments with respect to any guarantee (other than the Guarantee) by the Company of any Extension debt securities of any its Subsidiaries, if such guarantee ranks pari passu with or junior to this Debenture. If the Property Trustee is the sole Holder of the Debentures at the time the Company selects a Deferral Period and the payment of all amounts then dueor extends or shortens a Deferral Period in progress, the Company may select a new Extension shall give written notice to the Administrative Trustees, the Property Trustee and the Trustee of its selection, extension or shortening of the Deferral Period, subject as the case may be, at least one Business Day prior to the above requirements. No interest during an Extension Period shall earliest of (i) the date the next distribution on the Trust Preferred Securities would otherwise be due payable, (ii) the date the Trust is required to give notice of such distribution or the record date therefor to any securities exchange or automated quotation system on which the Trust Preferred Securities may be listed or traded, and payable(iii) two Business Days prior to such record date. If the payment Property Trustee is not the sole Holder of interest on the Securities is deferred Debentures at the time the Company selects a Deferral Period or extends or shortens a Deferral Period in progress, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection, extension or shortening of the Deferral Period, as aforesaidthe case may be, except under the limited circumstances described in the Indenture, such deferred interest (including Additional Payments, if any) shall be paid at least ten Business Days prior to the Holders registered as such in earliest of (i) the Security Register at 5:00 p.m. next Interest Payment Date, (New York City timeii) on the Regular Record Date immediately preceding date the Company is required to give notice of the Interest Payment Date upon or record date therefor to any securities exchange or automated quotation system on which the Debentures may be listed or traded, and (iii) two Business Days prior to such Extension record date. The quarter in which any notice is given pursuant to the third or fourth paragraph of this Section 3 of the Company's selection of a Deferral Period endsshall be counted as one of the 20 quarters permitted in the maximum Deferral Period permitted under the first paragraph of this Section 3(a).

Option to Extend Interest Payment Period. On the terms and subject to the conditions set forth in the Indenture, the (a) The Company shall have the right at any time during the term of the Securities to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") for successive periods not exceeding 20 consecutive quarters for each such period, during which Extension PeriodPeriod no interest shall be due and payable; provided, no Extension Period may extend beyond the Stated Maturity of the Securities. Each Extension Period, if any, will end on an Interest Payment Date. At the end of each Extension Period, the Company shall pay all interest then accrued and unpaid (including Additional Interest, if any) ), together with interest thereon thereon, compounded quarterly at the rate of interest borne by the Securities to the extent permitted by applicable law ("Compounded Interest"); provided, that during any Extension Period, the Company (i) shall be required to comply not declare or pay dividends on, or make a distribution with certain covenants set forth in respect to, or redeem or purchase or acquire, or make a liqui- (b) If the Indenture. Prior to Property Trustee is the termination sole Holder of any such the Securities at the time the Company selects an Extension Period, the Company may further extend shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period; providedPeriod at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, that Inc. (the "NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities of the record date or the date such distributions are payable, but in any event not less than 10 Business Days prior to such record date. The Company shall cause the Trust to give notice of the Company's selection of such Extension Period to the holders of the Preferred Securities. (c) If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity Company shall give the Holders of the Securities. Upon Securities and the termination Property Trustee and the Trustee written notice of any its selection of such Extension Period and the payment of all amounts then due, the Company may select a new Extension Period, subject at least 10 Business Days prior to the above requirements. No interest during an Extension Period shall be due and payable. If earlier of (i) the payment of interest on the Securities is deferred as aforesaid, except under the limited circumstances described in the Indenture, such deferred interest (including Additional Payments, if any) shall be paid to the Holders registered as such in the Security Register at 5:00 p.m. (New York City time) on the Regular Record Date immediately preceding the next succeeding Interest Payment Date upon or (ii) if the Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Securities of the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. (d) The quarter in which such any notice is given pursuant to paragraphs (b) and (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period endspermitted under paragraph (a) hereof. The Trustee will initially act as Paying Agent, Security Registrar and Conversion Agent. The Company may change any Paying Agent, Security Registrar, co-registrar or Conversion Agent without prior notice. The Company or any of its Affiliates may act in any such capacity. The Trustee is entitled to the protections of Article VI in its capacity as Paying Agent, Registrar and Conversion Agent.