Common use of Anti-Hoarding Clause in Contracts

Anti-Hoarding. To the extent any Loans are outstanding as of the end of the last Business Day of each week, the Borrower will not permit the aggregate amount of unrestricted cash held by it and its Restricted Subsidiaries, as of such Business Day, to exceed $30,000,000. If, as of the end of any such Business Day, any Loans are outstanding and unrestricted cash exceeds such amount (excluding, at the Borrowers’ option, any outstanding checks), then on such Business Day (or, with the Administrative Agent’s written consent, within one Business Day thereafter), the Borrower shall, to the extent of such excess, prepay to the Administrative Agent for the ratable benefit of the Lenders the outstanding principal amount of the Loans. Such prepayment may be waived, extended or amended with the consent of the Required Lenders and the Borrowers. To effectuate the payment required hereunder, the Borrower hereby authorizes any Lender, in its capacity as a depository bank, to, upon written notice from the Administrative Agent, initiate debit entries to any and all accounts held by any Borrower or any Subsidiary thereof with such bank and to debit the amount set forth in such written notice (which, for the avoidance of doubt, shall be an amount not to exceed the lesser of (i) the outstanding principal amount of the Loans and (ii) such excess amount) from such accounts. The foregoing authorizations to initiate debit entries shall remain in full force and effect until the Administrative Agent terminates such respective arrangement. The Borrower represents that such Borrower or a Subsidiary thereof, or any one or more of them, is and will be the owner(s) of all funds in such accounts. The Borrower, for itself and its Subsidiaries, acknowledges that (x) such debit entries may cause an overdraft of such accounts which may result in such bank’s refusal to honor items drawn on such accounts until adequate deposits are made to such account, (y) such bank is under no duty or obligation to initiate any debit entry for any purpose and (z) if a debit is not made, the payment may be late or past due.