Common use of Excess Cash Balances Clause in Contracts

Excess Cash Balances. If at any time while any Revolving Credit Exposure is outstanding, the Loan Parties have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 in the aggregate (other than (i) cash of the Loan Parties to be used by any Loan Party to Redeem Other Debt pursuant to Sections 9.04(b)(i), (ii), (iii) and (iv)(A) pursuant to a binding and enforceable commitment to Redeem such Other Debt within two (2) Business Days; provided that cash excluded pursuant to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any time, (ii) cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Parties constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (iv) cash of the Loan Parties to be used by any Loan Party within two (2) Business Days to pay the purchase price for Property to be acquired by such Loan Party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided that cash excluded pursuant to this clause (iv) shall not be excluded for more than two (2) consecutive Business Days at any time), (the “Excess Cash”), the Borrower shall, to the extent the Loan Parties have Excess Cash, by the end of the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining Excess Cash and (B) the amount of the LC Exposure, which amount shall be held as cash collateral as provided in Section 2.08(k). Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.

Excess Cash Balances. If at any time while any Revolving Credit Exposure is outstanding, the Loan Parties have any cash or cash equivalents (other than Cash Collateral) in an aggregate amount in excess of $150,000,000 in ten percent (10%) of the aggregate Aggregate Elected Commitment Amounts (other than (i) cash of the Loan Parties to be used by any Loan Party to Redeem Other Debt pursuant to Sections 9.04(b)(i), (ii), (iii) and (iv)(ASection 9.04(b) pursuant to a binding and enforceable commitment to Redeem such Other Debt within two ten (210) Business Days; provided that cash excluded pursuant to this clause (i) shall not be excluded for more than two ten (210) consecutive Business Days at any time, (ii) cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B9.04(b)(iv) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B9.04(b)(iv) or Section 9.04(b)(v) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty ten (12010) days of Business Days after the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty ten (12010) days Business Days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Parties constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (iv) cash of the Loan Parties to be used by any Loan Party within two five (25) Business Days to pay the purchase price for Property to be acquired by such Loan Party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided provided, that cash excluded pursuant to this clause (iv) shall not be excluded for more than two five (25) consecutive Business Days at any time)) (such excess, (the “Excess Cash”), the Borrower shall, to the extent that the Loan Parties have any Excess Cash, by no later than the end of the next day on the fifth (5th) Business Day Day, (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the such Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining Excess Cash and (B) the amount of the LC Exposure, which amount shall be held as cash collateral Cash Collateral as provided in Section 2.08(k2.08(j). Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the that are being prepaid Borrowingsby such Excess Cash. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.

Excess Cash Balances. If at on the last business day of any time week while there are any Revolving Credit Exposure is Loans outstanding, the Loan Parties Borrower or any other Credit Party have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 50,000,000 in the aggregate (other than (ia) cash collateral with respect to Letters of Credit, (b) any cash set aside and to be used to pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to unaffiliated third parties, (c) any cash set aside to and to be used to pay in the ordinary course of business amounts (other than royalty or other production revenue obligations) of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within five business days) in order to make such payments, (d) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties and (e) any cash of the Loan Parties to be used by any Loan Party to Redeem Other Debt pursuant to Sections 9.04(b)(i), (ii), (iii) and (iv)(A) pursuant to a binding and enforceable commitment to Redeem such Other Debt within two (2) Business Days; provided that cash excluded pursuant to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any time, (ii) cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (iv) cash of the Loan Parties to be used by any Loan Party within two (2) Business Days to pay the purchase price for Property to be acquired by such Loan Party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided that cash excluded pursuant to this clause (iv) shall not be excluded for more than two (2) consecutive Business Days at any time), (the “Excess Cash”), then the Borrower shall, to the extent the Loan Parties have Excess Cash, by the end of the next Business Day (i) shall prepay the Borrowings Loans in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (Ax) such remaining the amount of Excess Cash and (By) the amount of Loans then outstanding, on the LC Exposurenext business day); provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of property less than five (5) business days prior to such date, which amount then the Borrower shall not be held as cash collateral as provided in Section 2.08(k)required to prepay such Excess Cash until the fifth business day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.04(e) Loans shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings Loan then outstanding, and, second, to any Eurodollar Borrowings LIBO Rate Loan (defined below) then outstanding, and if more than one Eurodollar Borrowing LIBO Rate Loan is then outstanding, to each such Eurodollar Borrowing LIBO Rate Loan in order of priority beginning with the Eurodollar Borrowing LIBO Rate Loan with the least number of days remaining in the Interest Period (defined below) applicable thereto and ending with the Eurodollar Borrowing LIBO Rate Loan with the most number of days remaining in the Interest Period applicable thereto. Each Excess Cash prepayment of Borrowings pursuant to this Section 3.04(e) Loans shall be applied ratably to the Loans included in the prepaid Borrowingsborrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02the Facility Documentation.

Excess Cash Balances. If at any time while any Revolving Credit Exposure is outstandingIn furtherance of, and without limiting, the Loan Parties have obligations of the Liquidating Trust to FGP under Section 5.4 of this Agreement, the Liquidating Trust agrees that for a period ending on the later of three months following the Merger Closing Date or for so long as any matters related to the Post-Merger Adjustments are pending, the Liquidating Trust agrees that it will maintain Excess Cash Balances (as herein defined) of not less than $5,000,000. In addition to the obligations of the Liquidating Trust under the preceding sentence, the Liquidating Trust agrees that for a period ending (subject to Section 4.1) on the earlier of (i) the final settlement, dismissal, resolution or judgment with respect to the lawsuit filed by Child Abuse Prevention and Volunteer Center against the Corporation (the "CAP Lawsuit") or (ii) the date upon which the Liquidating Trust obtains a loss mitigation insurance policy with respect to the CAP Lawsuit, with a coverage amount of at least $10,000,000 and on terms substantially similar to those obtained by the Corporation in its loss mitigation insurance policy, issued on or about the date hereof, with respect to the Commerce Job Journal lawsuit against the Corporation (if any such date occurs, the "CAP Insurance Date"), the Liquidating Trust agrees that it will maintain Excess Cash Balances of not less than $10,000,000, it being agreed that the Excess Cash Balance requirement set forth in the first sentence of this Section 5.7 and the Excess Cash Balance requirement set forth in the second sentence of this Section 5.7 shall be mutually exclusive and independent of each other. Notwithstanding the foregoing, the Liquidating Trust shall be under no obligation to obtain any such insurance with respect to the CAP Lawsuit. For this purpose, the "Excess Cash Balance" of the Liquidating Trust shall mean the cash or and cash equivalents (other than Cash Collateralit being agreed that cash equivalents shall include, without limitation, the amounts due to the Liquidating Trust under the Promissory Note Secured by Deed of Trust made by FGP in favor of the Liquidating Trust as set forth on Schedule A hereto) held by the Liquidating Trust in excess of $150,000,000 in the aggregate (other than (i) cash of the Loan Parties to be used by any Loan Party to Redeem Other Debt pursuant to Sections 9.04(b)(i), (ii), (iii) and (iv)(A) pursuant to a binding and enforceable commitment to Redeem such Other Debt within two (2) Business Days; provided that cash excluded pursuant to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any time, (ii) cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Parties constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (iv) cash of the Loan Parties to be used by any Loan Party within two (2) Business Days to pay the purchase price for Property to be acquired by such Loan Party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided that cash excluded pursuant to this clause (iv) shall not be excluded for more than two (2) consecutive Business Days at any time), (the “Excess Cash”), the Borrower shall, to the extent the Loan Parties have Excess Cash, by the end of the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining Excess Cash and (B) the amount of cash and cash equivalents that the LC ExposureLiquidating Trust is holding to satisfy its other claims, which amount shall be held as cash collateral as provided in Section 2.08(kexpenses, charges, liabilities and obligations (including contingent or unliquidated claims). Each prepayment At the Merger Closing Date and from time to time thereafter during the pendency of Borrowings pursuant to the Liquidating Trust's obligations under this Section 3.04(e) 5.7, upon the reasonable request of FGP, the Trustee shall be appliedprovide to FGP a certification, firstin form and substance reasonably satisfactory to FGP, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, setting forth the Excess Cash Balances of the Liquidating Trust and if more than one Eurodollar Borrowing is then outstanding, to each the basis of such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02calculation.

Excess Cash Balances. If at on the last Business Day of any time week while there are any Revolving Credit Exposure is Borrowings outstanding, the Loan Parties Borrower or any other Credit Party have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 50,000,000 in the aggregate (other than than, without duplication, (i) cash collateral with respect to Letters of the Loan Parties Credit, (ii) any cash set aside and to be used by any Loan Party to Redeem Other Debt pursuant pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to Sections 9.04(b)(i), (ii)unaffiliated third parties, (iii) any cash set aside to and to be used to pay in the ordinary course of business amounts (iv)(Aother than royalty or other production revenue obligations) pursuant of the Credit Parties then due and owing to a binding unaffiliated third parties and enforceable commitment to Redeem such Other Debt for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within two five (25) Business Days; provided that cash excluded pursuant ) in order to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any timemake such payments, (iiiv) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties and (v) any cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (ivdeposits) cash of the Loan Parties to be used by any Loan Party within two (2) Business Days to pay the purchase price for Property to be acquired by such Loan Party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided that cash excluded pursuant to this clause (iv) shall not be excluded for more than two (2) consecutive Business Days at any time), (the “Excess Cash”), then the Borrower shall, to shall prepay the extent the Loan Parties have Excess Cash, by the end of Borrowings on the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining the amount of the Excess Cash and (B) the amount of Borrowings then outstanding; provided that to the LC Exposureextent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property less than five (5) Business Days prior to such date, which amount then the Borrower shall not be held as cash collateral as provided in Section 2.08(k)required to prepay such Excess Cash until the fifth (5th) Business Day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.

Excess Cash Balances. If at on the last Business Day of any time week while there are any Revolving Credit Exposure is Borrowings outstanding, the Loan Parties Borrower or any other Credit Party have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 50,000,000 in the aggregate (other than than, without duplication, (i) cash collateral with respect to Letters of the Loan Parties Credit, (ii) any cash set aside and to be used by any Loan Party to Redeem Other Debt pursuant pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to Sections 9.04(b)(i), (ii)unaffiliated third parties, (iii) any cash set aside to and to be used to pay in the ordinary course of business amounts (iv)(Aother than royalty or other production revenue obligations) pursuant of the Credit Parties then due and owing to a binding unaffiliated third parties and enforceable commitment to Redeem such Other Debt for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within two five (25) Business Days; provided that cash excluded pursuant ) in order to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any timemake such payments, (iiiv) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties, (v) any cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and (ivvi) any cash of the Loan Parties to be used by any Loan Party within two (2) Business Days set aside to pay the purchase price for any acquisition of any Property to be acquired permitted hereunder by such Loan Party the Borrower or any Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding party, to be used within five (5) Business Days after such time so long as (A) such cash is held in a deposit account subject to a Control Agreement in favor of the payment Administrative Agent and (B) the Borrower has provided written notice of the intended use of such purchase price; provided that cash excluded pursuant funds to this clause (ivthe Administrative Agent in accordance with 6.02(f) shall not be excluded for more than two (2) consecutive Business Days at any time)such amount, (the “Excess Cash”), then the Borrower shall, to shall prepay the extent the Loan Parties have Excess Cash, by the end of Borrowings on the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining the amount of the Excess Cash and (B) the amount of Borrowings then outstanding; provided that to the LC Exposureextent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property less than five (5) Business Days prior to such date, which amount then the Borrower shall not be held as cash collateral as provided in Section 2.08(k)required to prepay such Excess Cash until the fifth (5th) Business Day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.

Excess Cash Balances. If at on the last Business Day of any time week while there are any Revolving Credit Exposure is Borrowings outstanding, the Loan Parties Borrower or any other Credit Party have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 90,000,000 in the aggregate (other than than, without duplication, (i) cash collateral with respect to Letters of the Loan Parties Credit, (ii) any cash set aside and to be used by any Loan Party to Redeem Other Debt pursuant pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to Sections 9.04(b)(i), (ii)unaffiliated third parties, (iii) any cash set aside to and to be used to pay in the ordinary course of business amounts (iv)(Aother than royalty or other production revenue obligations) pursuant of the Credit Parties then due and owing to a binding unaffiliated third parties and enforceable commitment to Redeem such Other Debt for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within two five (25) Business Days; provided that cash excluded pursuant ) in order to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any timemake such payments, (iiiv) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties, (v) any cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and deposits, (ivvi) any cash of the Loan Parties to be used by any Loan Party within two (2) Business Days set aside to pay the purchase price for any acquisition of any Property to be acquired permitted hereunder by such Loan Party the Borrower or any direct or indirect Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding party, to be used within five (5) Business Days after such time so long as (A) such cash is held in a deposit account subject to a Control Agreement in favor of the payment Administrative Agent and (B) the Borrower has provided written notice of the intended use of such purchase price; provided that cash excluded pursuant funds to this clause the Administrative Agent and (ivvii) shall not be excluded for more than two Excluded Senior Notes Proceeds) (2) consecutive Business Days at any time)such excess amount, (the “Excess Cash”), then the Borrower shall, to shall prepay the extent the Loan Parties have Excess Cash, by the end of Borrowings on the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining the amount of the Excess Cash and (B) the amount of Borrowings then outstanding; provided that to the LC Exposureextent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property less than five (5) Business Days prior to such date, which amount then the Borrower shall not be held as cash collateral as provided in Section 2.08(k)required to prepay such Excess Cash until the fifth (5th) Business Day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.

Excess Cash Balances. If at on the last Business Day of any time week while there are any Revolving Credit Exposure is Borrowings outstanding, the Loan Parties Borrower or any other Credit Party have any cash or cash equivalents (other than Cash Collateral) in excess of $150,000,000 50,000,000 in the aggregate (other than than, without duplication, (i) cash collateral with respect to Letters of the Loan Parties Credit, (ii) any cash set aside and to be used by any Loan Party to Redeem Other Debt pursuant pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to Sections 9.04(b)(i), (ii)unaffiliated third parties, (iii) any cash set aside to and to be used to pay in the ordinary course of business amounts (iv)(Aother than royalty or other production revenue obligations) pursuant of the Credit Parties then due and owing to a binding unaffiliated third parties and enforceable commitment to Redeem such Other Debt for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within two five (25) Business Days; provided that cash excluded pursuant ) in order to this clause (i) shall not be excluded for more than two (2) consecutive Business Days at any timemake such payments, (iiiv) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties, (v) any cash of the Loan Parties constituting proceeds of Permitted Second Lien Debt to be used by any Loan Party to Redeem Other Debt pursuant to Section 9.04(b)(iv)(B) which cash is held by or under the control of a third party agent (whether in escrow or otherwise) for the sole purpose of redeeming such Other Debt pursuant to Section 9.04(b)(iv)(B) pursuant to a binding and enforceable commitment to Redeem such Other Debt within one hundred-twenty (120) days of the issuance of such Permitted Second Lien Debt; provided that cash excluded pursuant to this clause (ii) shall not be excluded for more than one hundred twenty (120) days from the date of such issuance of Permitted Second Lien Debt, (iii) cash of the Loan Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits and deposits, (ivvi) any cash of the Loan Parties to be used by any Loan Party within two (2) Business Days set aside to pay the purchase price for any acquisition of any Property to be acquired permitted hereunder by such Loan Party the Borrower or any direct or indirect Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding party, to be used within five (5) Business Days after such time so long as (A) such cash is held in a deposit account subject to a Control Agreement in favor of the payment Administrative Agent and (B) the Borrower has provided written notice of the intended use of such purchase price; provided that cash excluded pursuant funds to this clause the Administrative Agent and (ivvii) shall not be excluded for more than two Excluded Senior Notes Proceeds) (2) consecutive Business Days at any time)such excess amount, (the “Excess Cash”), then the Borrower shall, to shall prepay the extent the Loan Parties have Excess Cash, by the end of Borrowings on the next Business Day (i) prepay the Borrowings in an amount equal to such Excess Cash and (ii) if any Excess Cash remains after prepaying all of the Borrowings and there is any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining the amount of the Excess Cash and (B) the amount of Borrowings then outstanding; provided that to the LC Exposureextent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property less than five (5) Business Days prior to such date, which amount then the Borrower shall not be held as cash collateral as provided in Section 2.08(k)required to prepay such Excess Cash until the fifth (5th) Business Day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02. 2.8 Amendment to Section 8.01(r). Section 8.01(r) is hereby amended and restated in its entirety to read as follows: