Anti-Hoarding. If any Revolving Credit Loans or Swing Loans are outstanding and the aggregate amount of Excess Balance Sheet Cash exceeds $50,000,000 for a period of two (2) consecutive Business Days, then not later than the following Business Day, the Borrower shall prepay Revolving Credit Loans and/or Swing Loans in an aggregate amount equal to the lesser of (i) the outstanding amount of the Revolving Credit Loans and Swing Loans at such time and (ii) the aggregate amount of Excess Balance Sheet Cash in excess of $50,000,000 on such second Business Day.
Anti-Hoarding. (a) If any Loans are outstanding and the aggregate amount of Excess Balance Sheet Cash exceeds $150,000,000 for a period of three (3) consecutive Business Days, then not later than the following Business Day, the Borrower shall prepay the Loans in an amount equal to the lesser of (i) the outstanding amount of the Loans at such time and (ii) the aggregate amount of Excess Balance Sheet Cash in excess of $150,000,000 on such third Business Day. Such prepayment may be waived, extended or amended with the consent of the Required Lenders and the Borrower.
(b) The Borrower agrees to use all Designated Cash for the exclusive purposes set forth in the definition of “Designated Cash.” The Borrower shall cause to be cancelled all Existing Notes that are purchased or repurchased by it or any of its Subsidiaries.
Anti-Hoarding. The Loan Parties shall cause (a) all Group Members that are Foreign Subsidiaries to maintain an aggregate cash balance in an amount not to exceed the greater of (i) Five Million Dollars ($5,000,000) in the aggregate and (ii) an amount necessary to fund all such Group Members’ operating expenses (including payroll) for the then-next six (6) month period and (b) all Group Members that are not Loan Parties to maintain an aggregate cash balance in an amount not to exceed the lesser of (i) One Hundred Thousand Dollars ($100,000) in the aggregate and (b) an amount necessary to fund all such Group Members’ operating expenses (including payroll) for the then-next three (3) month period, and, in each case, within three (3) Business Days following the last day of each month, any amounts in excess of the limits set forth in clauses (a) and/or (b) above, shall be swept to a Deposit Account maintained with CIBC or with CIBC’s Affiliates.
Anti-Hoarding. To the extent any Loans are outstanding as of the end of the last Business Day of each week, the Borrower will not permit the aggregate amount of unrestricted cash held by it and its Restricted Subsidiaries, as of such Business Day, to exceed $30,000,000. If, as of the end of any such Business Day, any Loans are outstanding and unrestricted cash exceeds such amount (excluding, at the Borrowers’ option, any outstanding checks), then on such Business Day (or, with the Administrative Agent’s written consent, within one Business Day thereafter), the Borrower shall, to the extent of such excess, prepay to the Administrative Agent for the ratable benefit of the Lenders the outstanding principal amount of the Loans. Such prepayment may be waived, extended or amended with the consent of the Required Lenders and the Borrowers. To effectuate the payment required hereunder, the Borrower hereby authorizes any Lender, in its capacity as a depository bank, to, upon written notice from the Administrative Agent, initiate debit entries to any and all accounts held by any Borrower or any Subsidiary thereof with such bank and to debit the amount set forth in such written notice (which, for the avoidance of doubt, shall be an amount not to exceed the lesser of (i) the outstanding principal amount of the Loans and (ii) such excess amount) from such accounts. The foregoing authorizations to initiate debit entries shall remain in full force and effect until the Administrative Agent terminates such respective arrangement. The Borrower represents that such Borrower or a Subsidiary thereof, or any one or more of them, is and will be the owner(s) of all funds in such accounts. The Borrower, for itself and its Subsidiaries, acknowledges that (x) such debit entries may cause an overdraft of such accounts which may result in such bank’s refusal to honor items drawn on such accounts until adequate deposits are made to such account, (y) such bank is under no duty or obligation to initiate any debit entry for any purpose and (z) if a debit is not made, the payment may be late or past due.
Anti-Hoarding. API shall not own, hold or acquire cash or Cash Equivalents; provided that (i) API may own, hold or acquire cash or Cash Equivalents, to the extent applied within 60 days of receipt thereof to make Restricted Payments or for other general corporate and working capital purposes (including payment of interest on Debt and the making of Investments permitted hereunder) and (ii) API may own, hold or acquire additional cash or Cash Equivalents (exclusive of amounts permitted under preceding clause (i)) not to exceed $20,000,000 for any period of 10 consecutive Business Days.
Anti-Hoarding. The Borrower shall not permit the Consolidated Cash Balance to be greater than $100,000,000 (x) as of the last Business Day of any fiscal quarter and (y) for five consecutive Business Days following such last Business Day of any fiscal quarter.
Anti-Hoarding. With respect to a Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or Swingline Loan Notice only, (i) the Borrower and its Subsidiaries shall be in compliance with Section 7.11(c) after giving pro forma effect to such proposed Credit Extension; provided that, for the avoidance of doubt, the Borrower shall be deemed to be in compliance with Section 7.11(c) at all times prior to June 10, 2020; (ii) at the time of such proposed Credit Extension, before giving effect thereto, the Borrower and its Subsidiaries shall not have any Excess Cash; (iii) such proposed Credit Extension (after applying the proceeds therefrom within three (3) Business Day of the date thereof) shall not trigger a prepayment under the Anti-Cash Hoarding Sweep; and (iv) the Administrative Agent shall have received a Loan Notice Certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit E, certifying that each of the foregoing conditions and the other applicable conditions in this Section 4.02 have been satisfied. Each Request for Credit Extension submitted by the Borrower and each Swingline Borrowing pursuant to an Autoborrow Agreement shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
Anti-Hoarding. During the Forbearance Period, the Borrower shall apply all cash held by any Loan Party in excess of the Excess Cash Threshold to prepay the outstanding Term Loans and the outstanding Revolving Loans and Letters of Credit on a pro-rata basis. Such cash in excess of the Excess Cash Threshold used to prepay outstanding Term Loans shall be applied in accordance with Section 2.13(e). The amount of Revolving Loans that are available for borrowing shall be reduced dollar-for-dollar by the total amount exceeding the Excess Cash Threshold that is applied to prepay the outstanding Revolving Loans (including outstanding Letters of Credit); provided, that, in the event of such reduction, the amount of Revolving Loans that are available for borrowing may be increased by an amount that is less than or equal to the amount of such reduction, upon the consent of the Lenders having Revolving Loans and RF Letters of Credit greater than 50% of the sum of all Revolving Loans and RF Letters of Credit then outstanding. Any increase in the amount available for borrowing shall not result in an increase in any Revolving Credit Commitment.
Anti-Hoarding. The Borrower will not, at any time when any Revolving Loans are outstanding, permit the aggregate amount of cash and Permitted Investments held by the Loan Parties to exceed $10,000,000 for a period of 5 consecutive Business Days, which period may be extended for an additional 5 Business Days if the Borrower delivers a notice to the Administrative Agent that such excess cash and Permitted Investments is to be promptly applied to a use permitted by this Agreement.
Anti-Hoarding. The Issuer and each Guarantor shall (a) cause all Cryptocurrency in which the Issuer or any Guarantor has any interest to be converted into Cash in dollars within ten (10) days of receipt of such Cryptocurrency (including receipt as a result of any Bitcoin mining activities) (provided, that, if and to the extent that, notwithstanding the use of commercially reasonable efforts, the Issuer or any Guarantor shall fail to sell any such Cryptocurrency during such time period as a result of circumstances beyond the Issuer’s control, any failure to convert Cryptocurrency into dollars resulting therefrom shall not constitute a Default or Event of Default), and (b) promptly upon and, in any event, no later than the Business Day immediately after the date of, any such conversion described in clause (a), deposit (or cause to be deposited) all Cash generated pursuant thereto into a Cash Management Account subject to a Control Agreement (it being agreed that Issuer and the Guarantors shall have thirty (30) days from the Issue Date to cause such Control Agreements to be entered into in respect of any Deposit Accounts in existence on the Issue Date). For the avoidance of doubt, pending compliance with this Section 4.19, the Issuer and each Guarantor shall cause any Cryptocurrency it has any interest in to be held in a Securities Account at an Acceptable Custodian and subject to a Control Agreement in accordance with the requirements of the Senior Credit Facility (if then in effect).
