Common use of Excess Cash Balances Clause in Contracts

Excess Cash Balances. If at any time while there are any Borrowings outstanding, the Borrower and its Consolidated Subsidiaries have any cash or cash equivalents (other than cash in Cash Collateral Accounts) in excess of $10,000,000 in the aggregate at any time (other than any cash set aside to pay dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety (90) days) (the "Excess Cash"), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash within three (3) Business Days after such Excess Cash exists; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property, then the Borrower shall not be 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 3.03(c)(iv) 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 3.03(c)(iv) shall be applied ratably to the Loans included in the prepaid Borrowings.”

Excess Cash Balances. If at on the last business day of any time week while there are any Borrowings Loans outstanding, the Borrower and its Consolidated Subsidiaries or any other Credit Party have any cash or cash equivalents (other than cash in Cash Collateral Accounts) in excess of $10,000,000 50,000,000 in the aggregate at any time (other than (a) 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 dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety ordinary course of business amounts (90other 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 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 (the "“Excess Cash"”), then the Borrower shall prepay the Borrowings Loans in an amount equal to the lesser of (x) the amount of Excess Cash within three and (3y) Business Days after such Excess Cash existsthe amount of Loans then outstanding, on the next business day); provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Propertyproperty less than five (5) business days prior to such date, then the Borrower shall not be required to prepay such Excess Cash until the fifth Business Day business day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.03(c)(iv) 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 3.03(c)(iv) Loans shall be applied ratably to the Loans included in the prepaid Borrowingsborrowings. Prepayments shall be accompanied by accrued interest to the extent required by the Facility Documentation.”

Excess Cash Balances. If at any time while there are any Borrowings outstanding, the Borrower and its Consolidated Subsidiaries or any other Credit Party have any cash or cash equivalents (other than cash in Cash Collateral Accounts) in excess of $10,000,000 60,000,000 in the aggregate at any time (other than (i) cash collateral with respect to Letters of Credit, (ii) 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, (iii) any cash set aside to and to be used to pay dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety ordinary course of business amounts (90other than royalty or other production revenue obligations) daysof 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 one Business Day) in order to pay, (iv) any cash set aside in (x) accounts held and used solely for payroll or employee benefits and (y) trust accounts held and used solely for the payment of taxes of the Credit Parties and (v) any cash of the 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) (the "“Excess Cash"”), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash within three (3) Business Days after such Excess Cash existsCash; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property, then the Borrower shall not be 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 3.03(c)(iv3.04(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 3.03(c)(iv3.04(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 there Revolving Loans are any Borrowings outstanding, outstanding the Borrower and its Consolidated Subsidiaries Credit Parties have any cash or cash equivalents Cash Equivalents (other than cash in Cash Collateral AccountsExcluded Cash) in excess of $10,000,000 15,000,000 in the aggregate at any time (other than any cash set aside to pay dividends or distributions to such excess, the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety (90) days) (the "“Excess Cash")”) for a period of five Business Days, then the Borrower shall shall, on the following Business Day (i) prepay the Borrowings in an aggregate principal amount equal to the Excess Cash within three (3) Business Days after such Excess Cash exists; provided that to the extent that and (ii) if any Excess Cash results from the receipt portion of the proceeds of any sale or disposition of Property, then the Borrower shall not be required to prepay such Excess Cash until remains after prepaying all of the fifth Business Day following the receipt Borrowings of Revolving Loans and there exists any any LC Exposure, Cash Collateralize such proceedsLC Exposure with such remaining Excess Cash as provided in Section 2.09(j). Each prepayment of Borrowings of Revolving Loans pursuant to this Section 3.03(c)(iv3.04(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 of Revolving Loans pursuant to this Section 3.03(c)(iv3.04(e) shall be applied ratably to the Revolving 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. Notwithstanding anything to the contrary contained in this Agreement, prepayments under this Section 3.04(e) shall be without premium or penalty.”

Excess Cash Balances. If at If, on the last Business Day of any time while there are any Borrowings outstandingcalendar week, the Borrower and its Consolidated Subsidiaries Credit Parties have any cash or cash equivalents Excess Cash on such Business Day (other than cash in Cash Collateral Accounts) in excess the proceeds of $10,000,000 in the aggregate at any time (other than any cash set aside to pay dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety (90) days) (the "Excess Cash"), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash a Borrowing that will be used within three (3) Business Days after of such Borrowing for the purposes set forth on an exhibit to the applicable Borrowing Request (as certified by the Borrower in such Borrowing Request)), the Borrower shall prepay Borrowings of Revolving Loans on the second following Business Day, which prepayment shall be in an amount equal to the amount of such Excess Cash exists; provided that to the extent that and, if any Excess Cash results from remains after the receipt Borrowings of the proceeds of any sale or disposition of PropertyRevolving Loans are fully prepaid, then the Borrower shall not be required pay to prepay the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such remaining Excess Cash until and the fifth Business Day following the receipt amount of such proceedsLC Exposure to be held as cash collateral as provided in Section 2.08(j). Each prepayment of Borrowings pursuant to this Section 3.03(c)(iv3.04(d) shall be applied to the Revolving Loans 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 3.03(c)(iv3.04(d) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(d) shall be accompanied by accrued interest to the extent required by Section 3.02.”

Excess Cash Balances. If at any time while there are any Borrowings outstanding, the Borrower and its Consolidated Subsidiaries or any other Credit Party have any cash or cash equivalents (other than cash in Cash Collateral Accountscollateral) in excess of $10,000,000 100,000,000 in the aggregate at any time (other than (i) any cash set aside to pay dividends royalty obligations of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or distributions have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within one Business Day) in order to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders pay, (ii) any cash set aside to pay in the next ninety ordinary course of business amounts (90other than royalty obligations) daysof 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 in order to pay and (iii) any cash of the Credit 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) (the "“Excess Cash"”), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash within three (3) Business Days after such Excess Cash existsCash; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property, then the Borrower shall not be 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 3.03(c)(iv3.04(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 3.03(c)(iv3.04(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 there are any Borrowings outstanding, the Borrower and its Consolidated Subsidiaries or any other Credit Party have any cash or cash equivalents (other than cash in Cash Collateral Accountscollateral) in excess of $10,000,000 50,000,000 in the aggregate at any time (other than (i) any cash set aside to pay dividends royalty obligations of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or distributions have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within one Business Day) in order to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders pay, (ii) any cash set aside to pay in the next ninety ordinary course of business amounts (90other than royalty obligations) daysof 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 in order to pay and (iii) any cash of the Credit 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) (the "“Excess Cash"”), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash within three (3) Business Days after such Excess Cash existsCash; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property, then the Borrower shall not be 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 3.03(c)(iv3.04(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 3.03(c)(iv3.04(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.”