Common use of Temporary Waiver Period Clause in Contracts

Temporary Waiver Period. Notwithstanding anything to the contrary contained herein, at all times during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary or Unconsolidated Affiliate to do any of the 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 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)(ivv)(CB) 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 unsecured Indebtedness or (y) any Subsidiary or Unconsolidated Affiliate of secured or unsecured Nonrecourse Indebtedness (which Indebtedness may be guaranteed by the Borrower on a nonrecourse basis (subject to 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) subject to clause (C)(2) below, the proceeds thereof are applied in accordance with Section 2.8(b)(ivv)(B), (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) in the case of secured Nonrecourse Indebtedness pursuant to clause (y), (1) such secured Nonrecourse Indebtedness is not secured by any Pledged Interests or any other assets owned by the issuers thereof and (2) the Net Cash Proceeds of such secured Nonrecourse Indebtedness are used solely to repay the outstanding Term Loans and the 4.25% Senior Notes, in each case in accordance with Section 2.8(b)(iii)(B). For avoidance of doubt, no secured Nonrecourse Indebtedness shall be permitted pursuant to the preceding clause (iv)(y) in excess of the amount necessary to repay the outstanding Term Loans and the 4.25% Senior Notesunless the Borrower is not in compliance with the Temporary Waiver Period Incurrence Conditions, at the time of incurrence or as a result of the application of subclause (A) of this clause (iv), no Revolving Loans remain outstanding, and all Obligations have been repaid in full; (b) acquire any 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 SecondThird Amendment Effective Date in an aggregate amount not to exceed $70,000,000, (ii) completion of in-process renovations (as of the Second Amendment Effective Date) required to be paid by Borrower or its Subsidiaries for the Sonesta Hotels in an aggregate amount not to exceed $10,000,000, (iii)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) as a result of management contract and lease defaults and terminations in an aggregate amount not to exceed $20,000,000, (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 in an aggregate amount not to exceed $55,000,000, (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 $20,000,000250,000,000 in any calendar year), and (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 an aggregate amount not to exceed $25,000,000 50,000,000 following the Third Amendment Effective Date), and (vii) (A) acquisitions of any properties in the 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) (the foregoing clauses (i) through (vivii), 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 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, at any time Equity Pledges are required pursuant to Section 7.14, 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 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 ordinary course of business, (v) Permitted Capital Expenditures, and (vi) the granting of any Liens on assets (other than the Pledged Interests or assets owned by the issuers thereofany Collateral) to the 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 of theor optional redemption of up to $50,000,000 of the existing “4.25% Senior Notes due 2021” issued by the Borrower, in the original principal amount of $400,000,000 with a stated maturity date of February 15, 2021.

Temporary Waiver Period. Notwithstanding anything to the contrary contained herein, at all times during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary or Unconsolidated Affiliate to do any of the 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 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)(ivv)(CB2.8(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 unsecured Indebtedness or (y) any Subsidiary or Unconsolidated Affiliate of secured or unsecured Nonrecourse Indebtedness (which Indebtedness may be guaranteed by the Borrower on a nonrecourse basis (subject to 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) subject to clause (C)(2) below, the proceeds thereof are applied in accordance with Section 2.8(b)(ivv)(B2.8(b)(v)(B), (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) in the case of secured Nonrecourse Indebtedness pursuant to clause (y), (1) such secured Nonrecourse Indebtedness is not secured by any Pledged Interests or any other assets owned by the issuers thereof and (2) the Net Cash Proceeds of such secured Nonrecourse Indebtedness are used solely to repay the outstanding Term Loans and the 4.25% Senior Notes, in each case in accordance with Section 2.8(b)(iii)(B). For avoidance of doubt, no secured Nonrecourse Indebtedness shall be permitted pursuant to the preceding clause (iv)(y) in excess of the amount necessary to repay the outstanding Term Loans and the 4.25% Senior Notesunless unless the Borrower is not in compliance with the Temporary Waiver Period Incurrence Conditions, at the time of incurrence or as a result of the application of subclause (A) of this clause (iv), no Revolving Loans remain outstanding, and all Obligations have been repaid in full; (b) acquire any 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 SecondThird Third Amendment Effective Date in an aggregate amount not to exceed $70,000,000Date, (ii) completion of in-process renovations (as of the Second Amendment Effective Date) required to be paid by Borrower or its Subsidiaries for the Sonesta Hotels in an aggregate amount not to exceed $10,000,000, (iii)involving 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) as a result of management contract and lease defaults and terminations in an aggregate amount not to exceed $20,000,000), (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 in an aggregate amount not to exceed $55,000,000practices, (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 $20,000,000250,000,000 250,000,000 in any calendar year), and (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 an aggregate amount not to exceed $25,000,000 50,000,000 following the Third Amendment Effective Date), and (vii) (A) acquisitions of any properties in the 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) (the foregoing clauses (i) through (viviivii), 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 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, at any time Equity Pledges are required pursuant to Section 7.14, 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 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 ordinary course of business, (v) Permitted Capital Expenditures, and (vi) the granting of any Liens on assets (other than the Pledged Interests or assets owned by the issuers thereofany Collateral) to the 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 of theor optional redemption of up to $50,000,000 of the existing “4.25% Senior Notes due 2021” issued by the Borrower, in the original principal amount of $400,000,000 with a stated maturity date of February 15, 2021.

Temporary Waiver Period. Notwithstanding anything to the contrary contained herein, at all times during so long as the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary or Unconsolidated Affiliate to do any of the following without the prior written consent of the Requisite Lendersis continuing: (a) incur Incur any additional Indebtedness (including, without limitation, any increase in the Term Loans or the Revolving Commitments pursuant to Section 2.16)Indebtedness, other than (i) borrowings of Revolving Loans any unsecured Indebtedness incurred in accordance with the terms hereofconnection an Excluded Stimulus Transaction, (ii) any issuance non-recourse Indebtedness (other than non-recourse exclusions customary in a non-recourse securitized “CMBS” loan facility) incurred in connection with the acquisition of the Block 21 Property not to exceed $145,000,000 in the aggregate, and (iii) as permitted by Section 8.03(a) )(provided that the Borrower complies with Section 5 of unsecured notes Amendment No. 1), (c) (but only to the extent all of the parties to any such intercompany Indebtedness and Guarantees are Consolidated Parties), and (g); (b) Acquire any hotel properties other than the Block 21 Property for an acquisition cost not to exceed $275,000,000, or make new Investments, other than (i) Investments in Subsidiaries and other Loan Parties, (ii) Investments in connection with the acquisition of the Block 21 Property (subject to the limitation set forth in clause (a) above), (iii) Investments in existing Unconsolidated Affiliates that are required to be made pursuant to a Qualified Notes Issuance, provided that (A) the proceeds thereof such entities’ organizational documents and are applied made in accordance with Section 2.8(b)(ivv)(CB) and (B) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) pursuant to a Stimulus Transaction8.02(f), and (iv) any other incurrence as permitted by (x) the Borrower of unsecured Indebtedness or (y) any Subsidiary or Unconsolidated Affiliate of secured or unsecured Nonrecourse Indebtedness (which Indebtedness may be guaranteed by the Borrower on a nonrecourse basis (subject to 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) subject to clause (C)(2) below, the proceeds thereof are applied in accordance with Section 2.8(b)(ivv)(B8.02(a), (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) in the case of secured Nonrecourse Indebtedness pursuant to clause (y), (1) such secured Nonrecourse Indebtedness is not secured by any Pledged Interests or any other assets owned by the issuers thereof and (2) the Net Cash Proceeds of such secured Nonrecourse Indebtedness are used solely to repay the outstanding Term Loans and the 4.25% Senior Notes, in each case in accordance with Section 2.8(b)(iii)(B). For avoidance of doubt, no secured Nonrecourse Indebtedness shall be permitted pursuant to the preceding clause (iv)(y) in excess of the amount necessary to repay the outstanding Term Loans and the 4.25% Senior Notesunless the Borrower is not in compliance with the Temporary Waiver Period Incurrence Conditions, at the time of incurrence or as a result of the application of subclause (A) of this clause (iv), no Revolving Loans remain outstanding, and all Obligations have been repaid in full; (b) acquire any 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 SecondThird Amendment Effective Date in an aggregate amount not to exceed $70,000,000, (ii) completion of in-process renovations (as of the Second Amendment Effective Date) required to be paid by Borrower or its Subsidiaries for the Sonesta Hotels in an aggregate amount not to exceed $10,000,000, (iii)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) as a result of management contract and lease defaults and terminations in an aggregate amount not to exceed $20,000,000, (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 in an aggregate amount not to exceed $55,000,000, (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 $20,000,000250,000,000 in any calendar yearc), and (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 an aggregate amount not to exceed $25,000,000 50,000,000 following the Third Amendment Effective Date), and (vii) (A) acquisitions of any properties in the 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) (the foregoing clauses (i) through (vivii), collectively, the “Permitted Capital Expenditures”e); (c) make Make any Restricted PaymentsPayments including, without limitation, cash dividends on its Capital Stock, provided that (i) the Borrower may declare and shall be permitted to make Restricted Payments in cash distributions to the Parent to permit the Parent to make Restricted Payments in cash to the holders of its shareholders in an aggregate amount not Capital Stock following the end of its fiscal year to exceed the minimum amount extent necessary for 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 Codemaintain its status as a REIT, (ii) the Borrower Parent shall be permitted to make Restricted Payments of not more than $0.01 per share in cash to the holders of its capital stock Capital Stock following the end of each fiscal quarter quarter; (iii) Subsidiaries of Borrowerthe Borrower shall be permitted to make Restricted Payments in connection with the purchase of the minority interests in any Subsidiary not to exceed, in the aggregate, $18,000,000, and (iiiiv) any Subsidiary or Unconsolidated Affiliate may the Loan Parties and their Subsidiaries shall be permitted to make other Restricted Payments to the Borrower or any Subsidiary thereof, provided that, at any time Equity Pledges are required pursuant to as permitted by Section 7.14, no Loan Party shall make any Restricted Payments to any Subsidiary that is not a Loan Party 8.06(a) and is obligated in respect of any Indebtedness(b); (d) take Make any actioncapital expenditures at the Properties except for: (i) the currently ongoing expansion project at the Gxxxxxx Palms approved by the Administrative Agent prior to the Amendment No. 1 Effective Date not to exceed $80,000,000 in the aggregate; (ii) capital expenditures incurred in connection with emergency repairs, life safety repairs or refrain from taking ordinary course maintenance repairs; and (iii) discretionary capital expenditures not to exceed Twenty-Five Million Dollars ($25,000,000) in the aggregate (provided, that Borrower shall be permitted to use any actionFF&E reserve maintained under, and to the extent permitted by, the Management Agreements for the capital expenditures described in, and subject to the limitations set forth in, the foregoing clauses (ii) and (iii), provided, further, that any use of an FF&E reserve in accordance with the applicable Management Agreement (and for the purposes expressly set forth in the applicable Management Agreement in effect as of the date hereof) shall not count against such $25,000,000 limitation for discretionary capital expenditures)); and (e) Take any action that would be prohibited during a Default or Event of DefaultDefault (other than (x) a Credit Extension or a Request for Credit Extension, including requesting a Eurodollar Loan or converting or continuing a Eurodollar Loan of any Interest Period otherwise permitted hereunder, and (y) requesting use of insurance and condemnation proceeds as provided in Section 7.07), including, without limitation (i) certain mergers, liquidations and Guarantor releases which would otherwise be permitted, and (ii) certain transfers which would otherwise be permitted (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 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 ordinary course of business, (v) Permitted Capital Expenditures, and (vi) the granting of any Liens on assets (other than the Pledged Interests or assets owned by the issuers thereofany Collateral) to the extent securing any Indebtedness permitted under Section 9.12(a)(iv)(yDisposition); and.” (eh) use the proceeds of any Revolving Loans or other Credit Event to directly or indirectly repay any Indebtedness other than the repayment of theor optional redemption of up to $50,000,000 Exhibit I of the existing Existing Credit Agreement is hereby modified by replacing the definition of “4.25% Senior Notes due 2021Benchmark Replacement” issued by in its entirety with the Borrower, in the original principal amount of $400,000,000 with a stated maturity date of February 15, 2021.following:

Temporary Waiver Period. Notwithstanding anything to the contrary contained herein, at all times during the Temporary Waiver Period and continuing thereafter until the Post-Temporary Waiver Period Compliance Date, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary or Unconsolidated Affiliate to do any of the 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 2.16), other than (i) borrowings of Revolving Loans in accordance with the terms hereof, (ii) any issuance by the Borrower of secured or unsecured notes pursuant to a Qualified Notes NotesRefinancing Issuance, provided that (A) the proceeds thereof are applied in accordance with Section 2.8(b)(ivv)(CB2.8(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 unsecured Indebtedness or (y) any Subsidiary or Unconsolidated Affiliate of secured or unsecured Nonrecourse Indebtedness (which Indebtedness may be guaranteed by the Borrower on a nonrecourse basis (subject to 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) subject to clause (C)(2) below, the proceeds thereof are applied in accordance with Section 2.8(b)(ivv)(B2.8(b)(v)(B), (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) in the case of secured Nonrecourse Indebtedness pursuant to clause (y), (1) such secured Nonrecourse Indebtedness is not secured by any Pledged Interests or any other assets owned by the issuers thereof and (2) the Net Cash Proceeds of such secured Nonrecourse Indebtedness are used solely to repay the outstanding Term Loans and the 4.25% Senior Notes, in each case in accordance with Section 2.8(b)(iii)(B). For avoidance of doubt, no secured Nonrecourse Indebtedness shall be permitted pursuant to the preceding clause (iv)(y) in excess of the amount necessary to repay the outstanding Term Loans and the 4.25% Senior Notesunless unless the Borrower is not in compliance with the Temporary Waiver Period Incurrence Conditions, at the time of incurrence or as a result of the application of subclause (A) of this clause (iv), no Revolving Loans remain outstanding, and all Obligations have been repaid in full; (b) acquire any 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 SecondThird Third Amendment Effective Date in an aggregate amount not to exceed $70,000,000Date, (ii) completion of in-process renovations (as of the Second Amendment Effective Date) required to be paid by Borrower or its Subsidiaries for the Sonesta Hotels in an aggregate amount not to exceed $10,000,000, (iii)involving 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) as a result of management contract and lease defaults and terminations in an aggregate amount not to exceed $20,000,000), (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 in an aggregate amount not to exceed $55,000,000practices, (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 $20,000,000250,000,000 250,000,000 in any calendar year), and (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 an aggregate amount not to exceed $25,000,000 50,000,000 100,000,000 following the Third Amendment Effective Date), and (vii) (A) acquisitions of any properties in the 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 (viviiviii), 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 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 BorrowerBorrower so long as, in each case, immediately after giving pro forma effect to each such Restricted Payment, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Sections 9.1(a) through (h), and (iii) any Subsidiary or Unconsolidated Affiliate may make Restricted Payments to the Borrower or any Subsidiary thereof, provided that, at any time Equity Pledges are required pursuant to Section 7.14, 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 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 ordinary course of business, (v) Permitted Capital Expenditures, and (vi) the granting of any Liens on assets (other than the Pledged Interests or assets owned by the issuers thereofany any Collateral) to the extent securing any Indebtedness permitted under Section 9.12(a)(iv)(y9.12(a)(iv)(yii); and (e) use the proceeds of any Revolving Loans or other Credit Event to directly or indirectly repay any Indebtedness other than the repayment of theor or optional redemption of up to $50,000,000 of the existing “4.25% Senior Notes due 2021” issued by the Borrower, in the original principal amount of $400,000,000 with a stated maturity date of February 15, 2021.