Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower. (b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 3 contracts
Samples: Fourth Mezzanine Loan Agreement (Harrahs Entertainment Inc), Mezzanine Loan Agreement (Harrahs Entertainment Inc), Fifth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Cash Management Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.
(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.
(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Harrahs Entertainment Inc), Eighth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage BorrowerBorrower , Senior Mezzanine Borrower or Borrower.
(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.
(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 1 contract
Samples: Ninth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.
(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Lender or Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreementparty, to be filed with respect thereto.
(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.
(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account Account, or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.
(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 1 contract
Samples: Third Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower Borrower, or Borrower.
(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.
(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Borrower Deposit Account, Borrower Deposit Blocked Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).
Appears in 1 contract
Samples: Second Mezzanine Loan Agreement (Harrahs Entertainment Inc)