Common use of Cash Management Accounts Clause in Contracts

Cash Management Accounts. On or prior to the Closing Date the Company shall establish the Soft Costs Cash Management Account and the Hard Costs Cash Management Account. Each such account shall be a local deposit account established in Las Vegas, Nevada at a bank that is reasonably acceptable to the Disbursement Agent and that enters into control agreements in the form of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority perfected security interest therein, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Soft Cost Cash Management Account and Hard Cost Cash Management Account. On the Closing Date, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Soft Costs Cash Management Account and Three Million Dollars ($3,000,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Hard Costs Cash Management Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Soft Costs Cash Management Account to pay due and payable Soft Costs and to draw checks on and otherwise withdraw amounts on deposit in the Hard Costs Cash Management Account to pay due and payable Hard Costs. The Company shall be permitted from time to time to replace amounts drawn from, and/or to increase the funds on deposit in, the Soft Costs Cash Management Account and the Hard Costs Cash Management Account pursuant to the preceding sentence (i) by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 and satisfying the conditions precedent set forth in Sections 3.2 or 3.3, as the case may be (unless such conditions precedent are waived in accordance with the terms hereof) or (ii) by requesting a transfer of funds previously deposited in the Bank Proceeds Account and satisfying the conditions precedent set forth in Section 2.6.3. Any deposit of funds into the Soft Costs Cash Management Account which would cause the balance thereof to exceed $2,500,000 and any deposit of funds into the Hard Costs Cash Management Account which would cause the balance thereof to exceed $3,000,000 shall be subject to the Disbursement Agent's approval, which approval shall be given if the Disbursement Agent, in consultation with the Construction Consultant, is reasonably satisfied that such amounts are necessary to pay Soft Costs or Hard Costs, as the case may be, anticipated to become due and payable through the end of the ensuing calendar month; provided, however, that amounts intended to cover Company payroll that have been transferred from the Bank Proceeds Account to the Soft Costs Cash Management Account pursuant to Section 2.6.3 shall be excluded for purposes of determining whether the foregoing thresholds have been exceeded. The Disbursement Agent shall be entitled to rely on certifications to such effect from the Company or the Construction Consultant in approving any request to deposit amounts in excess of the foregoing thresholds in the Soft Costs Cash Management Account or the Hard Costs Cash Management Account. On the Final Completion Date, funds remaining in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account to be deposited therein until applied to the payment of Soft Costs or Hard Costs, as the case may be, as described above.

Cash Management Accounts. On (a) Each Grantor will establish and maintain, on or prior before the Effective Date, (i) one Cash Concentration Account and (ii) one or more Collection Deposit Accounts, in the case of this clause (ii), with the Collateral Agent or with any financial institution selected by such Grantor that (A) is reasonably satisfactory to the Closing Date Collateral Agent and (B) enters into a Collection Deposit Letter Agreement with respect to the Company shall establish Collection Deposit Accounts of such Grantor with such financial institution. Each financial institution with which a Collection Deposit Account is maintained is referred to herein as a “Collection Deposit Bank”. (b) Each Grantor, commencing on the Soft Costs Effective Date, will deposit on each Business Day all Daily Receipts into either (i) a Collection Deposit Account or (ii) a Cash Management Account and the Hard Costs Cash Management Concentration Account. Each such account Grantor shall use all reasonable efforts to prevent any funds that are not Daily Receipts from being deposited into, or otherwise commingled with, the funds held in the Collection Deposit Accounts or the Cash Concentration Accounts. (c) On each Business Day, all collected funds on deposit in each Collection Deposit Account will be a local deposit account established in Las Vegas, Nevada at a bank that is reasonably acceptable transferred to the Disbursement Agent and that enters into control agreements applicable Cash Concentration Account to the extent provided in the form of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority perfected security interest thereinapplicable Collection Deposit Letter Agreement. (d) On each Business Day, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Soft Cost Cash Management Account and Hard Cost Cash Management Account. On the Closing Date, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Soft Costs Cash Management Account and Three Million Dollars ($3,000,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Hard Costs Cash Management Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts all collected funds on deposit in the Soft Costs Cash Management Concentration Accounts will be transferred to the Collateral Proceeds Account to pay due be applied by the Administrative Agent, on behalf of the Borrowers, to prepay Revolving Loans, Swingline Loans and payable Soft Costs and to draw checks on and otherwise withdraw amounts on deposit Protective Advances in the Hard Costs Cash Management Account manner provided in Section 2.10 of the Credit Agreement, until all outstanding Swingline Loans and Revolving Borrowings have been repaid, and thereafter to pay due and payable Hard Costs. The Company be transferred to the General Funds Account, subject to paragraph (f) below. (e) No Grantor shall be permitted from time have any control over, or any right or power to time to replace amounts drawn from, and/or to increase the withdraw any funds on deposit in, the Soft Costs any Collection Deposit Account or Cash Management Account and the Hard Costs Cash Management Account pursuant to the preceding sentence (i) by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 and satisfying the conditions precedent set forth in Sections 3.2 or 3.3, as the case may be (unless such conditions precedent are waived in accordance with the terms hereof) or (ii) by requesting a transfer of funds previously deposited in the Bank Proceeds Account and satisfying the conditions precedent set forth in Section 2.6.3. Any deposit of funds into the Soft Costs Cash Management Account which would cause the balance thereof to exceed $2,500,000 and any deposit of funds into the Hard Costs Cash Management Account which would cause the balance thereof to exceed $3,000,000 shall be subject to the Disbursement Agent's approval, which approval shall be given if the Disbursement Agent, in consultation with the Construction Consultant, is reasonably satisfied that such amounts are necessary to pay Soft Costs or Hard Costs, as the case may be, anticipated to become due and payable through the end of the ensuing calendar monthConcentration Account; provided, however, that amounts intended any Grantor may instruct any Collection Deposit Bank to cover Company payroll that have been transferred withdraw funds from its Collection Deposit Account to honor ACH instructions of such Grantor to transfer funds to the Cash Concentration Account. The Parent Borrower may at any time withdraw any funds contained in the General Funds Account for use, subject to the provisions of the Credit Agreement, for general corporate purposes. (f) Upon the occurrence and during the continuance of an Event of Default, any funds held in the Collection Deposit Accounts, the Cash Concentration Accounts or the Collateral Proceeds Account may be applied as provided in Section 2.17(b) of the Credit Agreement so long as an Event of Default is continuing. The Collateral Agent will not be required to transfer any funds from the Bank Collateral Proceeds Account to the Soft Costs General Funds Account until all Events of Default are cured or waived. (g) All payments by any Grantor into any Collection Deposit Account or Cash Management Concentration Account pursuant to Section 2.6.3 this Article V, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, shall be excluded deposited in the relevant Collection Deposit Account or Cash Concentration Account in precisely the form in which received (but with any endorsements of such Grantor necessary for purposes of determining whether the foregoing thresholds have been exceeded. The Disbursement Agent deposit or collection), and until they are so deposited such payments shall be entitled to rely on certifications to held in trust by such effect from Grantor for and as the Company or the Construction Consultant in approving any request to deposit amounts in excess property of the foregoing thresholds in the Soft Costs Cash Management Account or the Hard Costs Cash Management Account. On the Final Completion Date, funds remaining in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account to be deposited therein until applied to the payment of Soft Costs or Hard Costs, as the case may be, as described aboveCollateral Agent.

Cash Management Accounts. On (a) Each Grantor will establish and maintain, within 60 days after the Effective Date, (i) one Cash Concentration Account and (ii) one or prior more Collection Deposit Accounts, in the case of this clause (ii), with the Collateral Agent or with any financial institution selected by such Grantor that (A) is reasonably satisfactory to the Closing Date Collateral Agent and (B) enters into a Collection Deposit Letter Agreement with respect to the Company shall establish Collection Deposit Accounts of such Grantor with such financial institution. Each financial institution with which a Collection Deposit Account is maintained is referred to herein as a “Collection Deposit Bank”. (b) Each Grantor, commencing within 60 days after the Soft Costs Effective Date, will deposit on each Business Day all Daily Receipts into either (i) a Collection Deposit Account or (ii) a Cash Management Account and the Hard Costs Cash Management Concentration Account. Each such account Grantor shall use all reasonable efforts to prevent any funds that are not Daily Receipts from being deposited into, or otherwise commingled with, the funds held in the Collection Deposit Accounts or the Cash Concentration Accounts. (c) On each Business Day during the Cash Collection Period, all collected funds on deposit in each Collection Deposit Account will be a local deposit account established in Las Vegas, Nevada at a bank that is reasonably acceptable transferred to the Disbursement Agent and that enters into control agreements applicable Cash Concentration Account to the extent provided in the form of Exhibits Z-1 and Z-2 hereto to grant applicable Collection Deposit Letter Agreement. (d) On each Business Day during the Bank Lenders and the Second Mortgage Note Holders a first and second priority perfected security interest thereinCash Collection Period, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Soft Cost Cash Management Account and Hard Cost Cash Management Account. On the Closing Date, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Soft Costs Cash Management Account and Three Million Dollars ($3,000,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Hard Costs Cash Management Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts all collected funds on deposit in the Soft Costs Cash Management Concentration Accounts will be transferred to the Collateral Proceeds Account to pay due be applied by the Administrative Agent, on behalf of the Borrowers, to prepay Revolving Borrowings and payable Soft Costs and to draw checks on and otherwise withdraw amounts on deposit Swingline Loans in the Hard Costs manner provided in Section 2.10 of the Credit Agreement, until all outstanding Swingline Loans and Revolving Borrowings have been repaid, and thereafter to be transferred to the General Funds Account, subject to paragraph (f) below. (e) During the Cash Management Account Collection Period, no Grantor shall have any control over, or any right or power to pay due and payable Hard Costs. The Company shall be permitted from time to time to replace amounts drawn from, and/or to increase the withdraw any funds on deposit in, the Soft Costs any Collection Deposit Account or Cash Management Account and the Hard Costs Cash Management Account pursuant to the preceding sentence (i) by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 and satisfying the conditions precedent set forth in Sections 3.2 or 3.3, as the case may be (unless such conditions precedent are waived in accordance with the terms hereof) or (ii) by requesting a transfer of funds previously deposited in the Bank Proceeds Account and satisfying the conditions precedent set forth in Section 2.6.3. Any deposit of funds into the Soft Costs Cash Management Account which would cause the balance thereof to exceed $2,500,000 and any deposit of funds into the Hard Costs Cash Management Account which would cause the balance thereof to exceed $3,000,000 shall be subject to the Disbursement Agent's approval, which approval shall be given if the Disbursement Agent, in consultation with the Construction Consultant, is reasonably satisfied that such amounts are necessary to pay Soft Costs or Hard Costs, as the case may be, anticipated to become due and payable through the end of the ensuing calendar monthConcentration Account; provided, however, that amounts intended that, subject to cover Company payroll that paragraph (f) below, any Grantor may instruct any Collection Deposit Bank to withdraw funds from its Collection Deposit Account to honor ACH instructions of such Grantor to transfer funds to the Cash Concentration Account. The Parent Borrower may at any time withdraw any funds contained in the General Funds Account for use, subject to the provisions of the Credit Agreement, for general corporate purposes. (f) Upon the occurrence and during the continuance of an Event of Default: (i) Each Collection Deposit Account and Cash Concentration Account will, without any further action on the part of any Grantor, the Collateral Agent or any Collection Deposit Bank, convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. No Grantor shall thereafter have been transferred any right or power to withdraw any funds from any Collection Deposit Account or Cash Concentration Account without the prior written consent of the Collateral Agent until all Events of Default are cured or waived. The Grantors irrevocably authorize the Collateral Agent to notify each Collection Deposit Bank (A) of the occurrence of an Event of Default and (B) of the matters referred to in this paragraph (f)(i). (ii) The Collateral Agent will instruct each Collection Deposit Bank to immediately transfer all funds held in each Collection Deposit Account to a Cash Concentration Account. (iii) Any funds held in the Collection Deposit Accounts, the Cash Concentration Accounts or the Collateral Proceeds Account may be applied as provided in Section 7.02 so long as an Event of Default is continuing. The Collateral Agent will not be required to transfer any funds from the Bank Collateral Proceeds Account to the Soft Costs General Funds Account until all Events of Default are cured or waived. (g) All payments by any Grantor into any Collection Deposit Account or Cash Management Concentration Account pursuant to Section 2.6.3 this Article V, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, shall be excluded deposited in the relevant Collection Deposit Account or Cash Concentration Account in precisely the form in which received (but with any endorsements of such Grantor necessary for purposes of determining whether the foregoing thresholds have been exceeded. The Disbursement Agent deposit or collection), and until they are so deposited such payments shall be entitled to rely on certifications to held in trust by such effect from Grantor for and as the Company or the Construction Consultant in approving any request to deposit amounts in excess property of the foregoing thresholds in the Soft Costs Cash Management Account or the Hard Costs Cash Management Account. On the Final Completion Date, funds remaining in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account to be deposited therein until applied to the payment of Soft Costs or Hard Costs, as the case may be, as described aboveCollateral Agent.

Cash Management Accounts. On (a) Within 30 Business Days after the Effective Date, the Grantors shall establish and maintain (i) Collection Deposit Accounts with one or prior more financial institutions that (A) are reasonably satisfactory to the Closing Date Administrative Agent and (B) have entered into a Lockbox and Depository Agreement and (ii) Concentration Accounts with one or more financial institutions that (A) are reasonably satisfactory to the Company Administrative Agent and (B) have entered into a Collection Deposit Letter Agreement. The Proceeds of all Accounts Receivable and Inventory shall establish be deposited into the Soft Costs Cash Management applicable Collection Deposit Accounts and forwarded to the applicable Concentration Account in accordance with the applicable Lockbox and the Hard Costs Cash Management AccountDepository Agreement. Each Grantor shall use all reasonable efforts to prevent any funds which are not payments with respect to Accounts Receivable or Inventory from being deposited into, or otherwise commingled with, the funds held in the Collection Deposit Accounts. (b) All Proceeds of Inventory and Accounts Receivable that have been received by any Sub-Agent on any Business Day will be transferred into the applicable Concentration Account within one Business Day after such account shall be a local deposit account established in Las Vegas, Nevada at a bank that is reasonably acceptable funds become immediately available to the Disbursement Agent extent required by the applicable Lockbox and that enters into control agreements in Depository Agreement. All Proceeds stemming from the form sale of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority perfected security interest therein, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, substantial portion of the Liens Collateral (other than Proceeds of Accounts) that have been received by a Grantor on any Business Day will be transferred into the applicable Collection Deposit Account within one Business Day from receipt of such Proceeds. All Proceeds received on any Business Day by the Administrative Agent pursuant to Section 5.02 will be transferred into the applicable Concentration Account on such Business Day. (c) The Collection Deposit Accounts are, and shall remain, under the sole dominion and control of the Bank Lenders Administrative Agent. Each Grantor acknowledges and agrees that (i) such Grantor has no right of withdrawal from any Collection Deposit Account, (ii) the Second Mortgage Note Holders in the Soft Cost Cash Management Account and Hard Cost Cash Management Account. On the Closing Date, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Soft Costs Cash Management Account and Three Million Dollars ($3,000,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Hard Costs Cash Management Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts funds on deposit in the Soft Costs Cash Management Account Collection Deposit Accounts and Concentration Accounts shall continue to pay due be collateral security for all the Obligations and payable Soft Costs (iii) upon the occurrence and to draw checks on and otherwise withdraw amounts during the continuance of an Event of Default contained in clause (a) or (b) of Article VII of the Credit Agreement (a "Payment Default"), at the Administrative Agent's election, the funds on deposit in the Hard Costs Cash Management Account to pay due Collection Deposit Accounts and payable Hard Costs. The Company the Concentration Accounts shall be permitted applied as provided in Section 6.02. So long as no Payment Default has occurred and is continuing, the Grantors shall have the right, at any time and from time to time time, to replace amounts drawn fromwithdraw funds from the Concentration Accounts. (d) Effective upon notice to the Grantors from the Administrative Agent after the occurrence and during the continuance of a Payment Default (which notice may be given by telephone if promptly confirmed in writing), and/or to increase each Concentration Account will, without any further action on the funds on deposit inpart of any Grantor, the Soft Costs Administrative Agent or any Cash Management Account Concentration Bank, convert into a closed lockbox account under the exclusive dominion and control of the Hard Costs Cash Management Account pursuant Administrative Agent in which funds are held subject to the preceding sentence rights of the Administrative Agent hereunder. Each Grantor irrevocably authorizes the Administrative Agent, upon the occurrence and during the continuance of a Payment Default to notify each Sub-Agent and each Cash Concentration Bank (i) by including of the occurrence of a request to such effect in Advance Requests submitted in accordance with Sections 2.4 Payment Default and 2.5 and satisfying the conditions precedent set forth in Sections 3.2 or 3.3, as the case may be (unless such conditions precedent are waived in accordance with the terms hereof) or (ii) by requesting of the matters referred to in this paragraph (d). Following the occurrence and during the continuation of a Payment Default, the Administrative Agent may instruct each Sub-Agent and each Cash Concentration Bank to transfer of immediately all funds previously deposited held in the Bank Proceeds each Collection Deposit Account and satisfying the conditions precedent set forth in Section 2.6.3. Any deposit of funds into the Soft Costs Cash Management Account which would cause the balance thereof to exceed $2,500,000 and any deposit of funds into the Hard Costs Cash Management Account which would cause the balance thereof to exceed $3,000,000 shall be subject to the Disbursement Agent's approval, which approval shall be given if the Disbursement Agent, in consultation with the Construction Consultant, is reasonably satisfied that such amounts are necessary to pay Soft Costs or Hard CostsConcentration Account, as the case may be, anticipated to become due and payable through the end of the ensuing calendar month; provided, however, that amounts intended to cover Company payroll that have been transferred from the Bank Proceeds Account to the Soft Costs Cash Management Account pursuant to Section 2.6.3 shall be excluded for purposes of determining whether the foregoing thresholds have been exceeded. The Disbursement Agent shall be entitled to rely on certifications to such effect from the Company or the Construction Consultant in approving any request to deposit amounts in excess of the foregoing thresholds in the Soft Costs Cash Management Account or the Hard Costs Cash Management Collateral Proceeds Account. On the Final Completion Date, funds remaining in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account to be deposited therein until applied to the payment of Soft Costs or Hard Costs, as the case may be, as described above.