Common use of Cash Sweep Clause in Contracts

Cash Sweep. (a) On any day on which (i) an Event of Default exists or (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000, then the Administrative Agent, upon its determination or upon request by the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a).

Cash Sweep. (a) On any day on which (i) on which an Event of Default exists or (ii) that is the third consecutive Business Day on which the lesser of (x) the average Revolving Commitments and Other Revolving Commitments (after deducting the average total Revolving ExposureExposure plus the total Other Revolving Exposures) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 6 Term Loans, (3) if prior to the Borrowing Base Dateoutstanding Other Term Loans, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average total Other Revolving Exposures and (5) the outstanding Tranche 3 Term Loans) over any 30-day periodAdditional Senior Debt at such time), in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000150,000,000, then the Administrative Agent, Agent may upon its determination or determination, and shall upon request by any Borrowing Base Agent or the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments and Other Revolving Commitments (after deducting the average total Revolving ExposureExposure plus the average total Other Revolving Exposures) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 6 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Other Term Loans and Loans, (4) the average total Other Revolving Exposures and (5) the average outstanding Tranche 3 Term LoansAdditional Senior Debt at such time) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000175,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to shall send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a) if required by Section 9.15(a).

Cash Sweep. (a) On any day on which which: (i) an Event of Default exists or exists, or (ii) the lesser of (x) the average Revolving Credit Commitments (after deducting the average total Aggregate Revolving Credit Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) average Aggregate Revolving Credit Exposure and the average total Revolving Exposure, (2) aggregate Term Exposures of the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term LoansBanks) over any 30-30- day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,00050,000,000, then the Administrative Senior Collateral Agent, upon its determination or upon request by the Required LendersMajority Banks, shall be immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if if: (i) there is no Event of Default and Default, and (ii) the lesser of (x) the average Revolving Credit Commitments (after deducting the average total Aggregate Revolving Credit Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) average Aggregate Revolving Credit Exposure and the average total Revolving Exposure, (2) aggregate Term Exposures of the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term LoansBanks) over any 30-30- day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,00075,000,000, then the Administrative Senior Collateral Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section)Notice. (c) The Administrative Senior Collateral Agent reserves the right to send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a9.11(a).. 112

Cash Sweep. (a) On any day on which (i) on which an Event of Default exists or (ii) that is the third consecutive Business Day on which the lesser of (x) the Revolving Commitments and Other Revolving Commitments (after deducting the total Revolving Exposure plus the total Other Revolving Exposures) and (y) the Borrowing Base Amount (after deducting the sum of (1) the total Revolving Exposure, (2) the outstanding Tranche 1 Term Loans, (3) the outstanding Tranche 2 Term Loans, (4) the outstanding Tranche 3 Term Loans, (5) the outstanding Other Term Loans, (6) the total Other Revolving Exposures and (7) the outstanding Additional Senior Debt at such time), in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $100,000,000, then the Administrative Agent, upon its determination or upon request by any Borrowing Base Agent or the Required Lenders, shall immediately deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments and Other Revolving Commitments (after deducting the average total Revolving ExposureExposure plus the average total Other Revolving Exposures) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and Loans, (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000, then the Administrative Agent, upon its determination or upon request by the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x5) the average Revolving Commitments outstanding Other Term Loans, (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (16) the average total Other Revolving Exposure, Exposures and (27) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term LoansAdditional Senior Debt at such time) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000150,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to shall send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a) if required by Section 9.15(a).

Cash Sweep. (a) On any day on which (i) an Event of Default exists or (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, Loans and (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000, then the Administrative Agent, upon its determination or upon request by the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, Loans and (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a).

Cash Sweep. (a) On any day on which (i) an Event of Default exists or (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, Loans and (3) if prior to the Borrowing Base Date, zero, zero or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000, then the Administrative Agent, upon its determination or upon request by the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans, Loans and (3) if prior to the Borrowing Base Date, zero, zero or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a).

Cash Sweep. (a) On any day on which (i) on which an Event of Default exists or (ii) that is the third consecutive Business Day on which the lesser of (x) the average Revolving Commitments and Other Revolving Commitments (after deducting the average total Revolving ExposureExposure plus the total Other Revolving Exposures) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 7 Term Loans, (3) if prior to the Borrowing Base Dateoutstanding Other Term Loans, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average total Other Revolving Exposures and (5) the outstanding Tranche 3 Term Loans) over any 30-day periodAdditional Senior Debt at such time), in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000150,000,000, then the Administrative Agent, Agent may upon its determination or determination, and shall upon request by any Borrowing Base Agent or the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments and Other Revolving Commitments (after deducting the average total Revolving ExposureExposure plus the average total Other Revolving Exposures) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, (2) the average outstanding Tranche 1 7 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Other Term Loans and Loans, (4) the average total Other Revolving Exposures and (5) the average outstanding Tranche 3 Term LoansAdditional Senior Debt at such time) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000175,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to shall send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a) if required by Section 9.15(a).

Cash Sweep. (a) On any day on which (i) an Event of Default exists or (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, Exposure and (2) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is less than $75,000,000, then the Administrative Agent, upon its determination or upon request by the Required Lenders, shall immediately be entitled to deliver Cash Sweep Notices. (b) During a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of (x) the average Revolving Commitments (after deducting the average total Revolving Exposure) over any 30-day period and (y) the average Borrowing Base Amount (after deducting the sum of (1) the average total Revolving Exposure, Exposure and (2) the average outstanding Tranche 1 Term Loans, (3) if prior to the Borrowing Base Date, zero, or if on or after the Borrowing Base Date, the average outstanding Tranche 2 Term Loans and (4) the average outstanding Tranche 3 Term Loans) over any 30-day period, in each case, together with all amounts then on deposit in the Cash Sweep Cash Collateral Account, is greater than $100,000,000, then the Administrative Agent shall automatically rescind any Cash Sweep Notice and shall be prohibited from delivering any other Cash Sweep Notice (unless and until the occurrence of the events set forth in paragraph (a) of this Section). (c) The Administrative Agent reserves the right to send a Cash Sweep Notice on each occasion of the occurrence of the events set forth in Section 9.15(a).