Common use of Financial Maintenance Covenant Clause in Contracts

Financial Maintenance Covenant. (a) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the Total Net Leverage Ratio as of the last day of any such Test Period to be greater than the levels in the table below (this Section 6.13(a), the “Total Leverage Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 4.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on 4.00:1.00 December 31, 2020 Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on DSecpt ember 3130, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2022June 30, 2023 and for each Test Period thereafter 3.00:1.00 (b) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the LTV Ratio as of the last day of any such Test Period to be greater than the levels set forth in the table below (this Section 6.13(b), the “LTV Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 2.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on December 31, 2020 2.00:1.00 For the Test Period ending on March 31, 2021 1.50:1.00 Commencing with the Test Period ending on June 30, 2021 1.25:1.00 through and including the Test Period ending on December 31, 2021 Commencing with the Test Period ending on March 31, 2022 and for each Test Period thereafter 1.00:1.00 (c) At all times, the Borrower shall not permit the Liquidity of the Borrower and its Subsidiaries to be less than $15,000,00030,000,000 ; provided, that if Liquidity is less than $15,000,00030,000,000 at any time, such occurrence shall not be deemed to be a breach or Default or Event of Default with respect to this Section 6.13(c) so long as (x) the Borrower has delivered notice to the Administrative Agent that Liquidity is less than $15,000,00030,000,000 and the Borrower intends to effect a Liquidity Cure Contribution and (y) within ten (10) Business Days of the date on which Liquidity was less than $15,000,00030,000,000 , the Borrower shall have received net cash proceeds of any issuance of Qualified Equity Interests to its applicable investors or received capital contributions in the form of unrestricted cash (so long as such capital contribution is not in exchange for Disqualified Equity Interests) (any such contribution, a “Liquidity Cure Contribution”) in an amount not less than the amount necessary to ensure that Liquidity is not less than $15,000,00030,000,000 (this Section 6.13(c), the “Minimum Liquidity Covenant” and together with the Total Leverage Covenant, Total Cash Leverage Covenant and the Contract Asset Balance Covenant, the “Financial Maintenance Covenants”). Notwithstanding anything to the contrary contained in this Section 6.13(c), (i) the aggregate amount of the Liquidity Cure Contribution (such amount, the “Liquidity Cure Amount”) will be deemed to be an increase to unrestricted cash and Cash Equivalents owned by the Borrower solely for the purpose of measuring the Minimum Liquidity Covenant, and the Liquidity Cure Amount shall be disregarded for any other purpose under this Agreement, (ii) there shall be no pro forma or other reduction of the aggregate amount of Revolving Loans by the amount of the applicable Liquidity Cure Amount for the period for which such Liquidity Cure Contribution was made; provided that, any portion of such Liquidity Cure Amount that is actually applied to repay Revolving Loans shall reduce the Revolving Exposure for future periods for which Liquidity is calculated, (iii) there shall be no more than one Liquidity Cure Contribution made in any fiscal quarter, and in each four consecutive fiscal quarter period of the Borrower there shall be no more than two fiscal quarters in which a Liquidity Cure Contribution is made, (iv) during the term of this Agreement, no more than five Liquidity Cure Contributions may be made and (v) for purposes of this Section 6.13, the Liquidity Cure Amount shall be no greater than the amount required for purposes of complying with the Minimum Liquidity Covenant. Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Liquidity Cure Amount is included in the calculation of unrestricted cash and Cash Equivalents as a result of any Liquidity Cure Contribution, the Liquidity Cure Amount received pursuant to such Liquidity Cure Contribution shall be (A) counted solely as an increase to unrestricted cash and Cash Equivalents for the purpose of determining compliance with the Minimum Liquidity Covenant and (B) disregarded for purposes of determining the Available Equity Amount, any financial ratio-based conditions or provisions, Applicable Rate or any available basket under Article VI of this Agreement. No Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after the date that Liquidity is less than $15,000,000the minimum amount required at such time unless and until the Liquidity Cure Amount is actually received by the Borrower.

Appears in 1 contract

Samples: Credit Agreement (GoHealth, Inc.)

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Financial Maintenance Covenant. (a) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the Total Net Leverage Ratio as of the last day of any such Test Period to be greater than the levels in the table below (this Section 6.13(a), the “Total Leverage Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 4.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on 4.00:1.00 December 31, 2020 4.00:1.00 Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on DSecpt ember 3130December 31, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2022June 30, 2023 2022 and for each Test Period thereafter 3.00:1.00 (b) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the LTV Ratio as of the last day of any such Test Period to be greater than the levels set forth in the table below (this Section 6.13(b), the “LTV Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 2.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on December 31, 2020 2.00:1.00 For the Test Period ending on March 31, 2021 1.50:1.00 Commencing with the Test Period ending on June 30, 2021 1.25:1.00 through and including the Test Period ending on December 31, 2021 31,2021 1.25:1.00 Commencing with the Test Period ending on March 31, 2022 and for each Test Period thereafter 1.00:1.00 (c) At all times, the Borrower shall not permit the Liquidity of the Borrower and its Subsidiaries to be less than $15,000,00030,000,000 10,000,000; provided, that if Liquidity is less than $15,000,00030,000,000 10,000,000 at any time, such occurrence shall not be deemed to be a breach or Default or Event of Default with respect to this Section 6.13(c) so long as (x) the Borrower has delivered notice to the Administrative Agent that Liquidity is less than $15,000,00030,000,000 10,000,000 and the Borrower intends to effect a Liquidity Cure Contribution and (y) within ten (10) Business Days of the date on which Liquidity was less than $15,000,00030,000,000 10,000,000, the Borrower shall have received net cash proceeds of any issuance of Qualified Equity Interests to its applicable investors or received capital contributions in the form of unrestricted cash (so long as such capital contribution is not in exchange for Disqualified Equity Interests) (any such contribution, a “Liquidity Cure Contribution”) in an amount not less than the amount necessary to ensure that Liquidity is not less than $15,000,00030,000,000 10,000,000 (this Section 6.13(c), the “Minimum Liquidity Covenant” and together with the Total Leverage Covenant, Total Cash Leverage Covenant and the Contract Asset Balance Covenant, the “Financial Maintenance Covenants”). Notwithstanding anything to the contrary contained in this Section 6.13(c), (i) the aggregate amount of the Liquidity Cure Contribution (such amount, the “Liquidity Cure Amount”) will be deemed to be an increase to unrestricted cash and Cash Equivalents owned by the Borrower solely for the purpose of measuring the Minimum Liquidity Covenant, and the Liquidity Cure Amount shall be disregarded for any other purpose under this Agreement, (ii) there shall be no pro forma or other reduction of the aggregate amount of Revolving Loans by the amount of the applicable Liquidity Cure Amount for the period for which such Liquidity Cure Contribution was made; provided that, any portion of such Liquidity Cure Amount that is actually applied to repay Revolving Loans shall reduce the Revolving Exposure for future periods for which Liquidity is calculated, (iii) there shall be no more than one Liquidity Cure Contribution made in any fiscal quarter, and in each four consecutive fiscal quarter period of the Borrower there shall be no more than two fiscal quarters in which a Liquidity Cure Contribution is made, (iv) during the term of this Agreement, no more than five Liquidity Cure Contributions may be made and (v) for purposes of this Section 6.13, the Liquidity Cure Amount shall be no greater than the amount required for purposes of complying with the Minimum Liquidity Covenant. Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Liquidity Cure Amount is included in the calculation of unrestricted cash and Cash Equivalents as a result of any Liquidity Cure Contribution, the Liquidity Cure Amount received pursuant to such Liquidity Cure Contribution shall be (A) counted solely as an increase to unrestricted cash and Cash Equivalents for the purpose of determining compliance with the Minimum Liquidity Covenant and (B) disregarded for purposes of determining the Available Equity Amount, any financial ratio-based conditions or provisions, Applicable Rate or any available basket under Article VI of this Agreement. No Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after the date that Liquidity is less than $15,000,000the minimum amount required at such time 10,000,000 unless and until the Liquidity Cure Amount is actually received by the Borrower.

Appears in 1 contract

Samples: Incremental Facility Agreement (GoHealth, Inc.)

Financial Maintenance Covenant. (a) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the Total Net Leverage Ratio as of the last day of any such Test Period to be greater than the levels in the table below (this Section 6.13(a), the “Total Leverage Covenant”): 172 US-DOCS\115047431.4 Period Total Net Leverage Ratio Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 4.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on 4.00:1.00 December 31, 2020 4.00:1.00 Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on DSecpt ember 3130December 31, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2022June 30, 2023 2022 and for each Test Period thereafter 3.00:1.00 3.00:1.00 (b) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the LTV Ratio as of the last day of any such Test Period to be greater than the levels set forth in the table below (this Section 6.13(b), the “LTV Covenant”): Period LTV Ratio Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 2.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on December 31, 2020 2.00:1.00 For the Test Period ending on March 31, 2021 1.50:1.00 Commencing with the Test Period ending on June 30, 2021 1.25:1.00 through and including the Test Period ending on December 31, 2021 Commencing with the Test Period ending on March 31, 2022 and for each Test Period thereafter 1.00:1.00 (c) At all times, the Borrower shall not permit the Liquidity of the Borrower and its Subsidiaries to be less than $15,000,00030,000,000 ; provided, that if Liquidity is less than $15,000,00030,000,000 at any time, such occurrence shall not be deemed to be a breach or Default or Event of Default with respect to this Section 6.13(c) so long as (x) the Borrower has delivered notice to the Administrative Agent that Liquidity is less than $15,000,00030,000,000 and the Borrower intends to effect a Liquidity Cure Contribution and (y) within ten (10) Business Days of the date on which Liquidity was less than $15,000,00030,000,000 , the Borrower shall have received net cash proceeds of any issuance of Qualified Equity Interests to its applicable investors or received capital contributions in the form of unrestricted cash (so long as such capital contribution is not in exchange for Disqualified Equity Interests) (any such contribution, a “Liquidity Cure Contribution”) in an amount not less than the amount necessary to ensure that Liquidity is not less than $15,000,00030,000,000 (this Section 6.13(c), the “Minimum Liquidity Covenant” and together with the Total Leverage Covenant, Total Cash Leverage Covenant and the Contract Asset Balance Covenant, the “Financial Maintenance Covenants”). Notwithstanding anything to the contrary contained in this Section 6.13(c), (i) the aggregate amount of the Liquidity Cure Contribution (such amount, the “Liquidity Cure Amount”) will be deemed to be an increase to unrestricted cash and Cash Equivalents owned by the Borrower solely for the purpose of measuring the Minimum Liquidity Covenant, and the Liquidity Cure Amount shall be disregarded for any other purpose under this Agreement, (ii) there shall be no pro forma or other reduction of the aggregate amount of Revolving Loans by the amount of the applicable Liquidity Cure Amount for the period for which such Liquidity Cure Contribution was made; provided that, any portion of such Liquidity Cure Amount that is actually applied to repay Revolving Loans shall reduce the Revolving Exposure for future periods for which Liquidity is calculated, (iii) there shall be no more than one Liquidity Cure Contribution made in any fiscal quarter, and in each four consecutive fiscal quarter period of the Borrower there shall be no more than two fiscal quarters in which a Liquidity Cure Contribution is made, (iv) during the term of this Agreement, no more than five Liquidity Cure Contributions may be made and (v) for purposes of this Section 6.13, the Liquidity Cure Amount shall be no greater than the amount required for purposes of complying with the Minimum Liquidity Covenant. Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Liquidity Cure Amount is included in the calculation of unrestricted cash and Cash Equivalents as a result of any Liquidity Cure Contribution, the Liquidity Cure Amount received pursuant to such Liquidity Cure Contribution shall be (A) counted solely as an increase to unrestricted cash and Cash Equivalents for the purpose of determining compliance with the Minimum Liquidity Covenant and (B) disregarded for purposes of determining the Available Equity Amount, any financial ratio-based conditions or provisions, Applicable Rate or any available basket under Article VI of this Agreement. No Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after the date that Liquidity is less than $15,000,000the minimum amount required at such time unless and until the Liquidity Cure Amount is actually received by the Borrower.1.50:1.00

Appears in 1 contract

Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)

Financial Maintenance Covenant. (a) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the Total Net Leverage Ratio as of the last day of any such Test Period to be greater than the levels in the table below (this Section 6.13(a), the “Total Leverage Covenant”): Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on December 31, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 4.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on 4.00:1.00 December 31, 2020 Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on DSecpt ember 3130, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2022June 30, 2023 2022 and for each Test Period thereafter 3.00:1.00 4.50:1.00 3.00:1.00 Period (b) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the LTV Ratio as of the last day of any such Test Period to be greater than the levels set forth in the table below (this Section 6.13(b), the “LTV Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 2.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on December 31, 2020 2.00:1.00 For the Test Period ending on March 31, 2021 1.50:1.00 Commencing with the Test Period ending on June 30, 2021 1.25:1.00 through and including the Test Period ending on December 31, 2021 Commencing with the Test Period ending on March 31, 2022 and for each Test Period thereafter 1.00:1.00 (c) At all times, the Borrower shall not permit the Liquidity of the Borrower and its Subsidiaries to be less than $15,000,00030,000,000 ; provided, that if Liquidity is less than $15,000,00030,000,000 at any time, such occurrence shall not be deemed to be a breach or Default or Event of Default with respect to this Section 6.13(c) so long as (x) the Borrower has delivered notice to the Administrative Agent that Liquidity is less than $15,000,00030,000,000 and the Borrower intends to effect a Liquidity Cure Contribution and (y) within ten (10) Business Days of the date on which Liquidity was less than $15,000,00030,000,000 , the Borrower shall have received net cash proceeds of any issuance of Qualified Equity Interests to its applicable investors or received capital contributions in the form of unrestricted cash (so long as such capital contribution is not in exchange for Disqualified Equity Interests) (any such contribution, a “Liquidity Cure Contribution”) in an amount not less than the amount necessary to ensure that Liquidity is not less than $15,000,00030,000,000 (this Section 6.13(c), the “Minimum Liquidity Covenant” and together with the Total Leverage Covenant, Total Cash Leverage Covenant and the Contract Asset Balance Covenant, the “Financial Maintenance Covenants”). Notwithstanding anything to the contrary contained in this Section 6.13(c), (i) the aggregate amount of the Liquidity Cure Contribution (such amount, the “Liquidity Cure Amount”) will be deemed to be an increase to unrestricted cash and Cash Equivalents owned by the Borrower solely for the purpose of measuring the Minimum Liquidity Covenant, and the Liquidity Cure Amount shall be disregarded for any other purpose under this Agreement, (ii) there shall be no pro forma or other reduction of the aggregate amount of Revolving Loans by the amount of the applicable Liquidity Cure Amount for the period for which such Liquidity Cure Contribution was made; provided that, any portion of such Liquidity Cure Amount that is actually applied to repay Revolving Loans shall reduce the Revolving Exposure for future periods for which Liquidity is calculated, (iii) there shall be no more than one Liquidity Cure Contribution made in any fiscal quarter, and in each four consecutive fiscal quarter period of the Borrower there shall be no more than two fiscal quarters in which a Liquidity Cure Contribution is made, (iv) during the term of this Agreement, no more than five Liquidity Cure Contributions may be made and (v) for purposes of this Section 6.13, the Liquidity Cure Amount shall be no greater than the amount required for purposes of complying with the Minimum Liquidity Covenant. Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Liquidity Cure Amount is included in the calculation of unrestricted cash and Cash Equivalents as a result of any Liquidity Cure Contribution, the Liquidity Cure Amount received pursuant to such Liquidity Cure Contribution shall be (A) counted solely as an increase to unrestricted cash and Cash Equivalents for the purpose of determining compliance with the Minimum Liquidity Covenant and (B) disregarded for purposes of determining the Available Equity Amount, any financial ratio-based conditions or provisions, Applicable Rate or any available basket under Article VI of this Agreement. No Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after the date that Liquidity is less than $15,000,000the minimum amount required at such time unless and until the Liquidity Cure Amount is actually received by the Borrower.):

Appears in 1 contract

Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)

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Financial Maintenance Covenant. (a) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 5.50:1.00, the (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the Total Net Leverage Ratio as of the last day of any such Test Period to be greater than the levels in the table below (this Section 6.13(a), the “Total Leverage Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 4.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on 4.00:1.00 December 31, 2020 4.00:1.00 Commencing with the Test Period ending on March 31, 2021 through and including the Test Period ending on DSecpt ember 3130December 31, 2021 3.50:1.00 Commencing with the Test Period ending on March 31, 2022June 30, 2023 2022 and for each Test Period thereafter 3.00:1.00 (b) Commencing with the Test Period ending March 31, 2020, but only to be tested for any Test Period to the extent that as of the last day of such Test Period, the Borrower’s Total Net Cash Leverage Ratio is greater than 5.50:1.00 5.50:1.00, the (including, for the avoidance of doubt, if Consolidated Cash EBITDA is less than zero in the determination of the Total Net Cash Leverage Ratio), the Borrower shall not permit the LTV Ratio as of the last day of any such Test Period to be greater than the levels set forth in the table below (this Section 6.13(b), the “LTV Covenant”): Commencing with the Test Period ending on March 31, 2020 through and including the Test Period ending on June 30, 2020 2.50:1.00 Commencing with the Test Period ending on September 30, 2020 through and including the Test Period ending on December 31, 2020 2.00:1.00 For the Test Period ending on March 31, 2021 1.50:1.00 Commencing with the Test Period ending on June 30, 2021 1.25:1.00 through and including the Test Period ending on December 31, 2021 1.25:1.00 Commencing with the Test Period ending on March 31, 2022 and for each Test Period thereafter 1.00:1.00 (c) At all times, the Borrower shall not permit the Liquidity of the Borrower and its Subsidiaries to be less than $15,000,00030,000,000 10,000,000; provided, that if Liquidity is less than $15,000,00030,000,000 10,000,000 at any time, such occurrence shall not be deemed to be a breach or Default or Event of Default with respect to this Section 6.13(c) so long as (x) the Borrower has delivered notice to the Administrative Agent that Liquidity is less than $15,000,00030,000,000 10,000,000 and the Borrower intends to effect a Liquidity Cure Contribution and (y) within ten (10) Business Days of the date on which Liquidity was less than $15,000,00030,000,000 10,000,000, the Borrower shall have received net cash proceeds of any issuance of Qualified Equity Interests to its applicable investors or received capital contributions in the form of unrestricted cash (so long as such capital contribution is not in exchange for Disqualified Equity Interests) (any such contribution, a “Liquidity Cure Contribution”) in an amount not less than the amount necessary to ensure that Liquidity is not less than $15,000,00030,000,000 10,000,000 (this Section 6.13(c), the “Minimum Liquidity Covenant” and together with the Total Leverage Covenant, Total Cash Leverage Covenant and the Contract Asset Balance Covenant, the “Financial Maintenance Covenants”). Notwithstanding anything to the contrary contained in this Section 6.13(c), (i) the aggregate amount of the Liquidity Cure Contribution (such amount, the “Liquidity Cure Amount”) will be deemed to be an increase to unrestricted cash and Cash Equivalents owned by the Borrower solely for the purpose of measuring the Minimum Liquidity Covenant, and the Liquidity Cure Amount shall be disregarded for any other purpose under this Agreement, (ii) there shall be no pro forma or other reduction of the aggregate amount of Revolving Loans by the amount of the applicable Liquidity Cure Amount for the period for which such Liquidity Cure Contribution was made; provided that, any portion of such Liquidity Cure Amount that is actually applied to repay Revolving Loans shall reduce the Revolving Exposure for future periods for which Liquidity is calculated, (iii) there shall be no more than one Liquidity Cure Contribution made in any fiscal quarter, and in each four consecutive fiscal quarter period of the Borrower there shall be no more than two fiscal quarters in which a Liquidity Cure Contribution is made, (iv) during the term of this Agreement, no more than five Liquidity Cure Contributions may be made and (v) for purposes of this Section 6.13, the Liquidity Cure Amount shall be no greater than the amount required for purposes of complying with the Minimum Liquidity Covenant. Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Liquidity Cure Amount is included in the calculation of unrestricted cash and Cash Equivalents as a result of any Liquidity Cure Contribution, the Liquidity Cure Amount received pursuant to such Liquidity Cure Contribution shall be (A) counted solely as an increase to unrestricted cash and Cash Equivalents for the purpose of determining compliance with the Minimum Liquidity Covenant and (B) disregarded for purposes of determining the Available Equity Amount, any financial ratio-based conditions or provisions, Applicable Rate or any available basket under Article VI of this Agreement. No Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after the date that Liquidity is less than $15,000,000the minimum amount required at such time 10,000,000 unless and until the Liquidity Cure Amount is actually received by the Borrower.

Appears in 1 contract

Samples: Incremental Facility Agreement (GoHealth, Inc.)

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