Common use of Temporary Waiver Period Clause in Contracts

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 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 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). 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.

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 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 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). 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.

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 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 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). 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.

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 Borrower 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 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.