Consolidated Cash Balance. If, on any Consolidated Cash Measurement Date, the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold (the amount of such excess, the “Required Prepayment Amount”), then the Borrower shall, on the next Business Day thereafter, prepay the Swing Line Loans and, after all Swing Line Loans have been paid in full, the remaining Loans, in an aggregate principal amount equal to the lesser of (a) such Required Prepayment Amount and (b) the amount of such Loans; provided that, notwithstanding anything to the contrary contained in this Agreement, prepayments under this Section 8.21 shall (i) be without premium or penalty (including, for the avoidance of doubt, any premiums otherwise required under Section 5.02) and (ii) not result in a permanent reduction in Commitments. Any excess Required Prepayment Amount not required to be applied pursuant to this Section 8.21 shall be retained by the Borrower and its Restricted Subsidiaries and used for any purpose not prohibited hereunder.
Consolidated Cash Balance. If, as of the end of any Friday (or, if such day is not a Business Day, then as of the end of the next Business Day), (A) there are any outstanding Borrowings and (B) the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold (the amount of such excess, “Excess Cash”, and each such date, an “Excess Cash Measurement Date”), then the Borrower shall, on the next succeeding Business Day, (1) prepay the Borrowings in an aggregate principal amount equal to the Excess Cash, and (2) if, after prepaying all of the Borrowings, there is any LC Exposure and Excess Cash, pay to the Administrative Agent on behalf of the Lenders an amount equal to the remaining amount of Excess Cash to be held as cash collateral as provided in Section 2.08(j); provided that all payments required to be made pursuant to this Section 3.04(c)(vi) must be made on or prior to the Termination Date. To the extent that there are funds on deposit in, or credited to, any deposit account or other account maintained with the Administrative Agent (or any Affiliate thereof) or any Lender (or any Affiliate thereof) on any date that the Borrower is required to prepay Loans (and/or cash collateralize LC Exposure, as applicable) pursuant to this Section 3.04(c)(vi), the Borrower hereby irrevocably authorizes and instructs the Administrative Agent or such Lender to
Consolidated Cash Balance. In the event and on each occasion that the Consolidated Cash Balance of the Loan Parties and their Subsidiaries exceeds $20,000,000 (as reflected in any Consolidated Cash Balance Report) at any time that any Revolving Loans are outstanding, the Borrower shall within one (1) Business Day of the date the applicable Consolidated Cash Balance Report was delivered or required to be delivered to the Administrative Agent prepay outstanding Revolving Loans in an amount equal to the lesser of (A) the amount of such excess and (B) the amount necessary to repay all outstanding Revolving Loans.
Consolidated Cash Balance. After giving effect to any requested Revolving Loan (net of any substantially concurrent use of the proceeds of such Revolving Loan or, with respect to the funding of payroll expenses in the ordinary course of business, within seven (7) days of such Credit Extension), the Consolidated Cash Balance shall not exceed $20,000,000. Each Request for Credit Extension (other than a SOFR Loan Notice requesting only a continuation of SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in clauses (b), (c) and (d) of this Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Secured Parties but until the Required Revolving Lenders otherwise direct the Administrative Agent to cease making Revolving Loans and the Issuing Banks to cease issuing Letters of Credit, the Revolving Lenders will fund their Revolving Facility Percentage of all Revolving Loans and participate in all Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent; provided that the making of any such Revolving Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Secured Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Secured Parties as a result of any such failure to comply. Notwithstanding the immediately preceding sentence, other than in connection with (i) Protective Advances made in accordance with Section 2.24 or referred to in clause (c) of the definition of “Maximum Revolving / FILO A Insolvency Amount” or (ii) a Conforming Post-Petition Financing, the Administrative Agent will not waive any condition in this Section 4.02 if it knows that the Loan Parties would breach Section 6.10 after giving effect to the applicable Credit Extension.
Consolidated Cash Balance. With respect to the making of any Loan, the Consolidated Cash Balance on and as of the date of the making of such Loan does not exceed $35,000,000, immediately before and immediately after giving effect to the making of such Loan and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two (2) Business Days after such date. Each borrowing by the Company hereunder and the issuance of each Letter of Credit by each Issuing Lender hereunder shall constitute a representation and warranty by the Company as of the date of such borrowing or issuance that the conditions in paragraphs (a), (b) and (e) of this Section 7.3 have been satisfied.
Consolidated Cash Balance. As of the end of the Business Day of the making of (i) any Advance as to which no Use of Proceeds Certificate is required to have been delivered hereunder, the Consolidated Cash Balance, immediately after giving pro forma effect to such Advance, will not exceed the Consolidated Cash Balance Threshold or (ii) any Advance as to which a Use of Proceeds Certificate is required to have been delivered hereunder, the Consolidated Cash Balance, immediately after giving pro forma effect to such Advance and the use of proceeds of such Advance as set forth in a Use of Proceeds Certificate, will not increase.
(f) Section 5.2 of the Credit Agreement (Reporting) is hereby amended to (i) replace clause (g) therein in its entirety, and (ii) add a new clause (q) therein, in each case, as follows:
Consolidated Cash Balance. If, at any time, (A) there are outstanding Borrowings or LC Exposure and (B) the Consolidated Cash Balance exceeds $20,000,000 as of the end of any Business Day, then the Borrower shall, within one Business Day, (1) prepay the Borrowings in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). To the extent that there are funds on deposit in, or credited to, any deposit account or other account maintained with the Administrative Agent (or any Affiliate thereof) or any Lender (or any Affiliate thereof) on any date that the Borrower is required to prepay Loans (and/or cash collateralize LC Exposure, as applicable) pursuant to this Section 3.04(c)(viii), the Borrower hereby irrevocably authorizes and instructs the Administrative Agent or such Lender to apply such funds to the prepayment of Loans (and/or cash collateralization of LC Exposure, as applicable). The provisions of Section 3.04(c)(v) and
Consolidated Cash Balance. If, as of the end of any Business Day, the Consolidated Cash Balance of the Loan Parties exceeds $20 million, the Loan Parties shall, within one Business Day thereof, pay such amounts to be applied in accordance with the terms hereof. All mandatory prepayments will be applied to prepay outstanding Revolving Loans (without a permanent reduction to the Maximum Revolving Commitments), including any accrued and unpaid interest of such Revolving Loans being prepaid, and, in the case of clauses (a) through (d) above, to cash-collateralize Letters of Credit outstanding under the RBL Exit Facility. Mandatory Prepayments (New Term Loan Facility): None, while Revolving Commitments remain outstanding. Optional Prepayments and Commitment Reductions (RBL Exit Facility): Revolving Loans under the RBL Exit Facility may be prepaid at any time, in whole or in part, at the option of the Borrower, upon notice to the Administrative Agent and in minimum principal amounts and in multiples to be agreed upon with the Administrative Agent, without premium or penalty (except LIBOR breakage costs). Any optional prepayment of the RBL Exit Facility will be applied to prepay outstanding Revolving Loans and cash-collateralize Letters of Credit outstanding under the RBL Exit Facility (except as otherwise set forth herein, without a permanent reduction in Maximum Revolving Commitments unless so elected by the Loan Parties). The unutilized portion of the Maximum Revolving Commitments may be terminated, in whole or in part, at the option of the Borrower, upon notice to the Administrative Agent and in minimum principal amounts and in multiples to be agreed upon with the Administrative Agent.
Consolidated Cash Balance. From and after the Amendment No. 2 Effective Date, immediately after giving pro forma effect to the making of any Loan and the proposed application of the proceeds of such Loan, the Consolidated Cash Balance shall not exceed $100,000,000.”
(l) Section 6.7(a) of the Credit Agreement (Subsequent Acquired Property; New Subsidiaries) is hereby amended by amending and restating the proviso set forth therein as follows: “provided that, to the extent that the Security Agreement or any Mortgage expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary.”
(m) Section 6.7(c) of the Credit Agreement (Subsequent Acquired Property; New Subsidiaries) is hereby amended and restated in its entirety as follows:
Consolidated Cash Balance. From the Amendment No. 3 Effective Date through June 30, 2021, comply with the following covenant: If, as of the final Business Day of each weekly period starting from the first complete calendar week after the Amendment No. 3 Effective Date (for the avoidance of doubt, with the first such final Business Day being April 3, 2020), (A) Loans are outstanding and (B) the Consolidated Cash Balance exceeds $300,000,000 as of the end of such applicable Business Day, then the Borrower shall, within two (2) Business Days thereafter, prepay the Loans in an aggregate principal amount equal to such excess.
