Temporary Waiver Period. So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections (iii) and (iv) shall be applied as follows: (1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and then if any Letters of Credit are outstanding at such time, the undrawn amount thereof deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations, in each such case, to the full extent thereof, (3) third, to repay all other outstanding Obligations hereunder, in the order and manner provided in Section 10.5, to the full extent thereof, and (4) fourth, after all Obligations have been repaid in full, to the Borrower either, at the Borrower’s discretion, (i) (x) first, to repay the unsecured notes issued by Xxxxxxxx then outstanding and coming due in 2021, 2022 and 2023, in order from nearest term maturity to latest term maturity, and (y) second, to repay any other secured or unsecured notes issued by Borrower then outstanding, solely to the extent the Revolving Commitments are permanently reduced in accordance with Section 2.12 by an amount equal to or greater than the amount of such repayment pursuant to this clause (y), or (ii) to be retained by the Borrower (provided that any amounts so retained by the Borrower may not be applied to repay any Indebtedness (other than amounts subsequently due under the Loan Documents or as permitted pursuant to the foregoing clauses (B)(1) through (B)(4)) or in a manner that violates this Agreement); provided, however, that, notwithstanding the foregoing, on one occasion, the Borrower may make a one-time election to instead apply any such amounts paid under the preceding subsection (b)(iii) or (b)(iv) as follows, so long as, at the time of such repayment and immediately after giving pro forma effect thereto, (x) the Borrower shall be in compliance with the Temporary Waiver Period Incurrence Conditions, and (y) the Borrower shall maintain compliance with the Collateral Property Availability (solely in the case of amounts paid under the preceding subsection (iv), recalculated to exclude any Collateral Property that is the subject of such Qualified Collateral Property Sale): (1) first, to repay the 4.50% Senior Notes, and (2) second, as directed by the waterfall set forth above in this clause (B) (beginning with clause (1) thereof). Notwithstanding the immediately preceding sentence, if at any time during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower fails to satisfy the conditions precedent set forth in Section 5.2 solely as a result of its failure to satisfy the Temporary Waiver Period Incurrence Conditions, then any amounts paid under the preceding subsections (b)(iii) and (b)(iv) during such time shall instead be applied as follows: (1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, solely in the case of amounts paid under the preceding subsection (iv), to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 in the amount necessary to maintain compliance with the Collateral Property Availability (recalculated to exclude the Collateral Property that is the subject of such Qualified Collateral Property Sale), and (3) third, to be deposited in the Blocked Account for application in accordance with Section 10.6(b). If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.
Appears in 1 contract
Temporary Waiver Period. So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections (iii) and (iv) shall be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and then if any Letters of Credit are outstanding at such time, the undrawn amount thereof deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations, in each such case, to the full extent thereof, (3) third, to repay all other outstanding Obligations hereunder, in the order and manner provided in Section 10.5, to the full extent thereof, and (4) fourth, after all Obligations have been repaid in full, to the Borrower either, at the Borrower’s discretion, (i) (x) first, to repay the unsecured notes issued by Xxxxxxxx Borrower then outstanding and coming due in 2021, 2022 and 2023, in order from nearest term maturity to latest term maturity, and (y) second, to repay any other secured or unsecured notes issued by Borrower then outstanding, solely to the extent the Revolving Commitments are permanently reduced in accordance with Section 2.12 by an amount equal to or greater than the amount of such repayment pursuant to this clause (y), or (ii) to be retained by the Borrower (provided that any amounts so retained by the Borrower may not be applied to repay any Indebtedness (other than amounts subsequently due under the Loan Documents or as permitted pursuant to the foregoing clauses (B)(1) through (B)(4)) or in a manner that violates this Agreement); provided, however, that, notwithstanding the foregoing, on one occasion, the Borrower may make a one-time election to instead apply any such amounts paid under the preceding subsection (b)(iii) or (b)(iv) as follows, so long as, at the time of such repayment and immediately after giving pro forma effect thereto, (x) the Borrower shall be in compliance with the Temporary Waiver Period Incurrence Conditions, and (y) the Borrower shall maintain compliance with the Collateral Property Availability (solely in the case of amounts paid under the preceding subsection (iv), recalculated to exclude any Collateral Property that is the subject of such Qualified Collateral Property Sale): (1) first, to repay the 4.50% Senior Notes, and (2) second, as directed by the waterfall set forth above in this clause (B) (beginning with clause (1) thereof). Notwithstanding the immediately preceding sentence, if at any time during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower fails to satisfy the conditions precedent set forth in Section 5.2 solely as a result of its failure to satisfy the Temporary Waiver Period Incurrence Conditions, then any amounts paid under the preceding subsections (b)(iii) and (b)(iv) during such time shall instead be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, solely in the case of amounts paid under the preceding subsection (iv), to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 in the amount necessary to maintain compliance with the Collateral Property Availability (recalculated to exclude the Collateral Property that is the subject of such Qualified Collateral Property Sale), and (3) third, to be deposited in a cash collateral account pledged to the Administrative Agent as collateral for the Obligations pursuant to documentation in form and substance satisfactory to the Administrative Agent, which cash collateral may be used, so long as all conditions precedent set forth in Section 5.2 (other than Section 5.2(f) and any other condition precedent set forth in Section 5.2 which would not be satisfied as a result of any such failure specified in Section 5.2(f)) are satisfied, to repay Indebtedness and for working capital purposes of the Borrower and its Subsidiaries, in each such case, in a manner consistent with the then-applicable Approved - 56 - Budget; provided, however, that if any Default or Event of Default, other than as a result of the Borrower’s failure to satisfy the Temporary Waiver Period Incurrence Conditions, shall exist, then the Administrative Agent may, in its sole and absolute discretion, apply the amount of such cash collateral to repay the Obligations in the order and manner provided in Section 10.5.the Blocked Account for application in accordance with Section 10.6(b). If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.
Appears in 1 contract
Temporary Waiver Period. So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections (iii) and (iv) shall be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, Notwithstanding anything to the full extent thereof, (2) second, to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and then if any Letters of Credit are outstanding at such time, the undrawn amount thereof deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations, in each such case, to the full extent thereof, (3) third, to repay all other outstanding Obligations hereunder, in the order and manner provided in Section 10.5, to the full extent thereof, and (4) fourth, after all Obligations have been repaid in full, to the Borrower eithercontrary contained herein, at the Borrower’s discretion, (i) (x) first, to repay the unsecured notes issued by Xxxxxxxx then outstanding and coming due in 2021, 2022 and 2023, in order from nearest term maturity to latest term maturity, and (y) second, to repay any other secured or unsecured notes issued by Borrower then outstanding, solely to the extent the Revolving Commitments are permanently reduced in accordance with Section 2.12 by an amount equal to or greater than the amount of such repayment pursuant to this clause (y), or (ii) to be retained by the Borrower (provided that any amounts so retained by the Borrower may not be applied to repay any Indebtedness (other than amounts subsequently due under the Loan Documents or as permitted pursuant to the foregoing clauses (B)(1) through (B)(4)) or in a manner that violates this Agreement); provided, however, that, notwithstanding the foregoing, on one occasion, the Borrower may make a one-time election to instead apply any such amounts paid under the preceding subsection (b)(iii) or (b)(iv) as follows, so long as, at the time of such repayment and immediately after giving pro forma effect thereto, (x) the Borrower shall be in compliance with the Temporary Waiver Period Incurrence Conditions, and (y) the Borrower shall maintain compliance with the Collateral Property Availability (solely in the case of amounts paid under the preceding subsection (iv), recalculated to exclude any Collateral Property that is the subject of such Qualified Collateral Property Sale): (1) first, to repay the 4.50% Senior Notes, and (2) second, as directed by the waterfall set forth above in this clause (B) (beginning with clause (1) thereof). Notwithstanding the immediately preceding sentence, if at any time all times during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower fails shall not, and shall not permit any other Loan Party or any other Subsidiary or Unconsolidated Affiliate to satisfy do any of the conditions precedent set forth following without the prior written consent of the Requisite Lenders:
(a) incur any additional Indebtedness (including, without limitation, any increase in the Term Loans or the Revolving Commitments pursuant to Section 5.2 solely as 2.16), other than (i) borrowings of Revolving Loans in accordance with the terms hereof, (ii) any issuance by the Borrower of unsecured notes pursuant to a Qualified Notes Issuance, provided that (A) the proceeds thereof are applied in accordance with Section 2.8(b)(v)(B) and (B) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) pursuant to a Stimulus Transaction, and (iv) any other incurrence by (x) the Borrower of its failure unsecured Indebtedness or (y) any Subsidiary or Unconsolidated Affiliate of unsecured Nonrecourse Indebtedness (which Indebtedness may be guaranteed by the Borrower on a nonrecourse basis (subject to satisfy customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability)), in each case, provided that (A) the proceeds thereof are applied in accordance with Section 2.8(b)(v)(B), (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) unless the Borrower is not in compliance with the Temporary Waiver Period Incurrence Conditions, then any amounts paid under at the preceding subsections time of incurrence or as a result of the application of subclause (b)(iiiA) and (b)(iv) during such time shall instead be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, solely in the case of amounts paid under the preceding subsection this clause (iv), to repay the principal outstanding on the no Revolving Loans remain outstanding, and all Obligations have been repaid in full;
(b) acquire any Reimbursement Obligations real property or make any other Investments of any kind, other than: (i) renovations or improvements required to be paid by Borrower or its Subsidiaries (or its Ownership Share thereof to be paid by Unconsolidated Affiliates) pursuant to leases and contracts in effect as of the Third Amendment Effective Date, (ii) completion of in-process renovations involving substantially renovated Sonesta Hotels, (iii) renovation, rebranding, repurposing and leasing costs to be paid by Borrower or its Subsidiaries (or its Ownership Share thereof to be paid by Unconsolidated Affiliates), (iv) maintenance capital expenditures and reimbursements required to be paid by Borrower or its Subsidiaries to TravelCenters of America Inc. (“TA”) consistent with past practices, (v) maintenance capital expenditures and contractual capital expenditures to be paid by Borrower or its Subsidiaries (or its Ownership Share thereof to be paid by Unconsolidated Affiliates) (clauses (i) through (v), collectively, in an aggregate amount not to exceed $250,000,000 in any calendar year), (vi) (A) if TA conducts an equity offering, the acquisition by the Borrower of such minimum number of additional shares of TA as would permit the Borrower to retain pro rata ownership of 8.2% of TA, and (B) pro rata capital contributions required by Sonesta Holdco Corporation for business activities (the foregoing clauses (A) and (B), collectively, in accordance with Section 3.2 in an aggregate amount not to exceed $50,000,000100,000,000 following the amount necessary to maintain compliance with the Collateral Property Availability (recalculated to exclude the Collateral Property that is the subject of such Qualified Collateral Property SaleThird Amendment Effective Date), and (3vii) third, to be deposited (A) acquisitions of any properties in the Blocked Account proximity of, and accretive to, existing real property assets of the Borrower and its Subsidiaries and (B) the acquisition of the fee simple interest in any ground lease parcel by exercise of a right of first offer or right of first refusal pursuant to the applicable contract terms (the foregoing clauses (A) and (B), collectively, in an aggregate amount not to exceed $50,000,000 in any calendar year), and (viii) acquisitions of real property assets in an aggregate amount not to exceed $300,000,000 (the foregoing clauses (i) through (viiviii), collectively, the “Permitted Capital Expenditures”);
(c) make any Restricted Payments, provided that (i) the Borrower may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for application the Borrower to remain in compliance with Section 7.11. and to avoid the imposition of income or excise taxes imposed under Sections 857(b)(1), 857(b)(3) and 4981 of the Internal Revenue Code, (ii) the Borrower shall be permitted to make Restricted Payments of not more than $0.01 per share in cash to the holders of its capital stock following the end of each fiscal quarter of Borrower, and (iii) any Subsidiary or Unconsolidated Affiliate may make Restricted Payments to the Borrower or any Subsidiary thereof, provided that, no Loan Party shall make any Restricted Payments to any Subsidiary that is not a Loan Party and is obligated in respect of any Indebtedness;
(d) take any action, or refrain from taking any action, that would be prohibited during a Default or Event of Default, including, without limitation, mergers, liquidations, liens, encumbrances, releases, and certain transfers in each case which would otherwise be permitted hereunder, other than (i) the borrowing of Revolving Loans or Swingline Loans otherwise permitted hereunder, (ii) the issuance, extension or amendment of any Letter of Credit otherwise permitted hereunder, (iii) requesting a Conversion or Continuation of LIBOR Loans in accordance with Section 10.6(b). If Sections 2.9 and 2.10, as applicable, (iv) dispositions of property or other Investments, in each case, pursuant to an arm’s-length third party transactions in the Borrower is required to pay ordinary course of business, (v) Permitted Capital Expenditures, and (vi) the granting of any outstanding LIBOR Loans by reason of this Section prior Liens on assets (other than any Collateral) to the end extent securing any Indebtedness permitted under Section 9.12(a)(iv)(y); and
(e) use the proceeds of any Revolving Loans or other Credit Event to directly or indirectly repay any Indebtedness other than the repayment or optional redemption of up to $50,000,000 of the applicable Interest Period thereforexisting “4.25% Senior Notes due 2021” issued by the Borrower, in the Borrower shall pay all amounts due under Section 4.4original principal amount of $400,000,000 with a stated maturity date of February 15, 2021.
Appears in 1 contract
Temporary Waiver Period. So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections (iii) and (iv) shall be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and then if any Letters of Credit are outstanding at such time, the undrawn amount thereof deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations, in each such case, to the full extent thereof, (3) third, to repay all other outstanding Obligations hereunder, in the order and manner provided in Section 10.5, to the full extent thereof, and (4) fourth, after all Obligations have been repaid in full, to the Borrower either, at the Borrower’s discretion, (i) (x) first, to repay the unsecured notes issued by Xxxxxxxx Borrower then outstanding and coming due in 2021, 2022 and 2023, in order from nearest term maturity to latest term maturity, and (y) second, to repay any other secured or unsecured notes issued by Borrower then outstanding, solely to the extent the Revolving Commitments are permanently reduced in accordance with Section 2.12 by an amount equal to or greater than the amount of such repayment pursuant to this clause (y), or (ii) to be retained by the Borrower (provided that any amounts so retained by the Borrower may not be applied to repay any Indebtedness (other than amounts subsequently due under the Loan Documents or as permitted pursuant to the foregoing clauses (B)(1) through (B)(4)) or in a manner that violates this Agreement); provided, however, that, notwithstanding the foregoing, on one occasion, the Borrower may make a one-time election to instead apply any such amounts paid under the preceding subsection (b)(iii) or (b)(iv) as follows, so long as, at the time of such repayment and immediately after giving pro forma effect thereto, (x) the Borrower shall be in compliance with the Temporary Waiver Period Incurrence Conditions, and (y) the Borrower shall maintain compliance with the Collateral Property Availability (solely in the case of amounts paid under the preceding subsection (iv), recalculated to exclude any Collateral Property that is the subject of such Qualified Collateral Property Sale): (1) first, to repay the 4.50% Senior Notes, and (2) second, as directed by the waterfall set forth above in this clause (B) (beginning with clause (1) thereof). Notwithstanding the immediately preceding sentence, if at any time during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower fails to satisfy the conditions precedent set forth in Section 5.2 solely as a result of its failure to satisfy the Temporary Waiver Period Incurrence Conditions, then any amounts paid under the preceding subsections (b)(iii) and (b)(iv) during such time shall instead be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, solely in the case of amounts paid under the preceding subsection (iv), to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 in the amount necessary to maintain compliance with the Collateral Property Availability (recalculated to exclude the Collateral Property that is the subject of such Qualified Collateral Property Sale), and (3) third, to be deposited in the Blocked Account for application in accordance with Section 10.6(b). If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.
Appears in 1 contract
Temporary Waiver Period. So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections subsection (iisubsections (iii) and (iv) shall be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and then if any Letters of Credit are outstanding at such time, the undrawn amount thereof deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations, in each such case, to the full extent thereof, (3) third, to repay principal outstanding on the Term Loans to the full extent thereof, (4) fourth, to repay all other outstanding Obligations hereunder, in the order and manner provided in Section 10.5, to the full extent thereof, and (454) fourthfifthfourth, after all Obligations have been repaid in full, to the Borrower either, at the Borrower’s discretion, (i) (x) first, to repay the unsecured notes issued by Xxxxxxxx Borrower then outstanding and coming due in 2021, 2022 and 2023, in order from nearest term maturity to latest term maturity, and (y) second, to repay any other secured or unsecured notes issued by Borrower then outstandingoutstanding in order from nearest term maturity to latest term maturity, solely to the extent the Revolving Commitments are permanently reduced in accordance with Section 2.12 by an amount equal to or greater than the amount of such repayment pursuant to this clause (y), or (ii) to be retained by the Borrower (provided that any amounts so retained by the Borrower may not be applied to repay any Indebtedness (other than amounts subsequently due under the Loan Documents or as permitted pursuant to the foregoing clauses (B)(1) through (B)(4)) or in a manner that violates this Agreement); provided, however, that, notwithstanding the foregoing, on one occasion, the Borrower may make a one-time election to instead apply any such amounts paid under the preceding subsection (b)(iii) or (b)(iv) as follows, so long as, at the time of such repayment and immediately after giving pro forma effect thereto, (x) the Borrower shall be in compliance with the Temporary Waiver Period Incurrence Conditions, and (y) the Borrower shall maintain compliance with the Collateral Property Availability (solely in the case of amounts paid under the preceding subsection (iv), recalculated to exclude any Collateral Property that is the subject of such Qualified Collateral Property Sale): (1) first, to repay the 4.50% Senior Notes, and (2) second, as directed by the waterfall set forth above in this clause (B) (beginning with clause (1) thereof). Notwithstanding the immediately preceding sentence, if at any time during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower fails to satisfy the conditions precedent set forth in Section 5.2 solely as a result of its failure to satisfy the Temporary Waiver Period Incurrence Conditions, then any amounts paid under the preceding subsections (b)(iii) and (b)(iv) during such time shall instead be applied as follows:
(1) first, to repay the principal outstanding on Swingline Loans, from nearest Swingline Maturity Date to latest Swingline Maturity Date, to the full extent thereof, (2) second, solely in the case of amounts paid under the preceding subsection (iv), to repay the principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 in the amount necessary to maintain compliance with the Collateral Property Availability (recalculated to exclude the Collateral Property that is the subject of such Qualified Collateral Property Sale), and (3) third, to be deposited in the Blocked Account for application in accordance with Section 10.6(b). If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.
Appears in 1 contract
