(v) beginning with the fourth full week following the effective date, and for each rolling four-week period thereafter, the Borrower is required to cause certain of its actual aggregate disbursements not to exceed the aggregate amount of such disbursements in the Loan Budget by more than 20% during any such four-week testing period;
(vi) prior to August 31, 2020, agree to a non-binding term sheet with respect to amendments of each of the 2018 Credit Agreement and the 7-Year Term Loan (each defined below);
(vii) provide operating statements, rent rolls, collections and leasing information, as well as certain reports and agreements as the Administrative Agent may reasonably require, to the Administrative Agent for each of the Mortgaged Properties;
(viii) maintain liquidity of at least $8.5 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements as well as up to $5.0 million held in a certain other deposit account not subject to a control agreement and the unused Term Loan Commitments under the Secured Term Loan (to the extent available to be drawn); and
(ix) not retain more than $6.5 million of cash in property-level accounts held by subsidiaries that are owners of real property (subject to certain exceptions).
The Secured Term Loan also prevents the Borrower and its subsidiaries, subject to certain exceptions, from incurring additional indebtedness, incurring liens on their property, making investments, and amending their organizational documents.
The Borrower may prepay the Secured Term Loan at any time without premium or penalty. At any time that the Borrower or any Guarantor or subsidiary or unconsolidated joint venture thereof (to the extent that such entity has the ability to require a distribution from such joint venture of its portion of Net Cash Proceeds) receives Net Cash Proceeds from any Capital Event, the Borrower must prepay the Secured Term Loan in an amount equal to 100% of such Net Cash Proceeds (or with respect to any joint venture, the portion of such Net Cash Proceeds distributed to the Borrower or any Guarantor).
In addition to customary Events of Default including, among other things, non-payment or non-performance under the Secured Term Loan, Events of Default include the Borrower’s, Guarantors’, or their respective subsidiaries’ (i) failure to pay Material Indebtedness (defined as indebtedness with an aggregate outstanding principal amount of $5.0 million or more, or $250.0 million in the case of Nonrecourse Indebtedness), (ii) the acceleration of such Material Indebtedness (or the occurrence of any event that would permit the holders of such Material Indebtedness to accelerate such Material Indebtedness), and (iii) cross-defaults under the 2018 Credit Agreement, the 7-Year Term Loan or the term loan agreement by and among PREIT’s subsidiary, PM Gallery LP, the Administrative Agent and the other financial institutions party thereto.
Upon the occurrence of an Event of Default (except with respect to bankruptcy as described in the next sentence), the Lenders may declare all of the obligations in connection with the Secured Term Loan immediately due and payable and may terminate the Lenders’ commitments under the Secured Term Loan. Upon the occurrence of a voluntary or involuntary bankruptcy proceeding of PREIT and certain of its subsidiaries, all outstanding amounts would automatically become immediately due and payable and the Lenders’ commitments under the Secured Term Loan would automatically terminate.