Anti-Cash Hoarding. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, request a borrowing under the ABL Credit Agreement that would have the effect of causing the Availability (as defined in the ABL Facility as in effect on the date of the Amendment) under the ABL Facility on the date of such proposed borrowing to be less than $67,500,000, to the extent that (i) the Borrower and its Subsidiaries have cash and Cash Equivalents to make, apply to, or satisfy, the payments, expenses, obligations or other working capital requirements for which such borrowing is being requested and the application of such cash and Cash Equivalents to satisfy such payments, expenses, obligations or other working capital requirements is permitted under the ABL Credit Agreement (as in effect on the Amendment No. 1 Effective Date), (ii) such proposed borrowing under the ABL Facility (after applying the proceeds therefrom within two (2) Business Days of the date thereof) shall trigger a prepayment under the Anti-Cash Hoarding Sweep or (iii) the Borrower and its Subsidiaries have cash and Cash Equivalents greater than the Available Cash Threshold, provided that, solely in the case of any letters of credit requested under the ABL Credit Agreement, if the issuance of the letter of credit would have the effect of causing the Availability (as defined in the ABL Facility as in effect on the date of the Amendment) under the ABL Facility on the date of such proposed borrowing to be less than $67,500,000 and the Borrower, and its Restricted Subsidiaries have cash and Cash Equivalents to cash collateralize such letter of credit obligations, the Borrower shall apply such Cash and Cash Equivalents to cash collateralize such letter of credit to the extent permitted under the ABL Credit Agreement (as in effect on the Amendment No. 1 Effective Date).
Appears in 2 contracts
Samples: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)
Anti-Cash Hoarding. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, request a borrowing under the ABL Credit Agreement that would have the effect of causing the Availability (as defined in the ABL Facility as in effect on the date of the Amendment) under the ABL Facility on the date of such proposed borrowing to be less than $67,500,000, to the extent that (i) the Borrower and its Subsidiaries have cash and Cash Equivalents to make, apply to, or satisfy, the payments, expenses, obligations or other working capital requirements for which such borrowing is being requested and the application of such cash and Cash Equivalents to satisfy such payments, expenses, obligations or other working capital requirements is permitted under the ABL Credit Agreement (as in effect on the Amendment No. 1 Effective Date), (ii) such proposed borrowing under the ABL Facility (after applying the proceeds therefrom within two (2) Business Days of the date thereof) shall trigger a prepayment under the Anti-Cash Hoarding Sweep or (iii) the Borrower and its Subsidiaries have cash and Cash Equivalents greater than the Available Cash Threshold, provided that, solely in the case of any letters of credit requested under the ABL Credit Agreement, if the issuance of the letter of credit would have the effect of causing the Availability (as defined in the ABL Facility as in effect on the date of the Amendment) under the ABL Facility on the date of such proposed borrowing to be less than $67,500,000 and the Borrower, and its Restricted Subsidiaries have cash and Cash Equivalents to cash collateralize such letter of credit obligations, the Borrower shall apply such Cash and Cash Equivalents to cash collateralize such letter of credit to the extent permitted under the ABL Credit Agreement (as in effect on the Amendment No. 1 Effective Date).. 41112.00012 March 31, 2022 $150,000,000
Appears in 1 contract
Anti-Cash Hoarding. The Borrower shall notOn or after the 2021 Notes Exchange Effective Date, nor shall it after giving effect to any payments or prepayments pursuant to Section 2.12(b)(iii) and after giving effect to any payments to be made in connection with the 2021 Notes Exchange substantially concurrently with the occurrence of the 2021 Notes Exchange Effective Date, hold or permit Holdings and its Subsidiaries to hold at any Restricted Subsidiary to, request a borrowing under time more than the ABL Credit Agreement that would have the effect of causing the Availability Specified Cash Limit in cash or Cash Equivalents (as defined in the ABL Facility as in effect (x) other than Specified Excluded Cash and (y) based on closing balances on the date immediately preceding Business Day) so long as there are any Tranche A Revolving Loans, Swingline Loans, Local Loans, Acceptances and/or L/C Obligations outstanding. Holdings hereby covenants and agrees with each Lender that, so long as the Commitments remain in effect, any Letter of the AmendmentCredit remains outstanding (that has not been Cash Collateralized) under the ABL Facility on the date of such proposed borrowing or any Loan or other amount is owing to be less any Lender or any Agent hereunder (other than $67,500,000, to the extent that (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements, Specified Cash Management Obligations or Specified Additional Obligations), unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien on any Capital Stock of the Borrower and its Subsidiaries have cash and Cash Equivalents to make, apply to, or satisfy, the payments, expenses, obligations or held by Holdings other working capital requirements for which such borrowing is being requested and the application of such cash and Cash Equivalents to satisfy such payments, expenses, obligations or other working capital requirements is permitted than Liens created under the ABL Credit Agreement Loan Documents or Liens not prohibited by Section 7.3 and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that Holdings may merge with any other person so long as in effect on no Default has occurred and is continuing or would result therefrom and (i) Holdings shall be the Amendment No. 1 Effective Datesurviving entity or (ii) if the surviving entity is not Holdings (such other person, “Successor Holdings”), (iiA) such proposed borrowing Successor Holdings shall be an entity organized or existing under the ABL Facility (after applying the proceeds therefrom within two (2) Business Days laws of the date United States, any state thereof, the District of Columbia or any territory thereof, (B) Successor Holdings shall trigger expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a prepayment under supplement hereto or thereto in form reasonably satisfactory to the Anti-Cash Hoarding Sweep Administrative Agent, and (C) Successor Holdings shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (iiiy) if requested by the Borrower Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and its Subsidiaries have cash and Cash Equivalents greater than covering such other matters as are contemplated by the Available Cash Threshold, provided that, solely in opinions of counsel delivered on the case of any letters of credit requested under the ABL Credit Agreement, Closing Date pursuant to Section 5.1(e) (it being understood that if the issuance of the letter of credit would have the effect of causing the Availability (as defined in the ABL Facility as in effect on the date of the Amendment) under the ABL Facility on the date of such proposed borrowing to be less than $67,500,000 and the Borrowerforegoing are satisfied, Successor Holdings will succeed to, and its Restricted Subsidiaries have cash and Cash Equivalents to cash collateralize such letter of credit obligationsbe substituted for, the Borrower shall apply such Cash and Cash Equivalents to cash collateralize such letter of credit to the extent permitted Holdings under the ABL Credit Agreement (as in effect on the Amendment No. 1 Effective Datethis Agreement).
Appears in 1 contract
