Cash Management System. Each Borrower shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:
Cash Management System. On or prior to the Closing Date and until the Termination Date, Borrower will establish and maintain the cash management system described in Schedule D. All payments in respect of the Collateral shall be made to or deposited in the blocked or lockbox accounts described in Schedule D in accordance with the terms thereof.
Cash Management System. On or prior to the Closing Date, Borrower will establish and will maintain until the Termination Date, the cash management system described in Annex C (the "Cash Management System").
Cash Management System. (i) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Collection Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Collection Account as described in Section 2.9 into which Collections in respect of the Receivables shall be deposited.
(ii) The Borrower shall have established, or have caused the Servicer to establish, pursuant to the Disbursement Account Control Agreement for the benefit of the Collateral Agent, on behalf of the Secured Parties, a Disbursement Account as described in Section 2.9 into which certain Collections in respect of the Receivables and all amounts on deposit in the Collection Account shall be deposited.
(iii) The Borrower and the Company will instruct (or otherwise cause) (1) each Obligor to make all payments with respect to Receivables directly to the Collection Account (or, if required by Section 2.02(e) of the Servicing Agreement, directly to the Lockbox) as set forth in Section 5.7(b) below, (2) the Lockbox Bank to deposit all amounts received in the Lockbox to the Collection Account, (3) the Collection Account Bank to deposit all amounts on deposit in the Collection Account into the Disbursement Account and (4) the Servicer to deposit all other amounts received by it with respect to the Receivables into the Collection Account, in accordance with the instructions of the Collateral Agent (the “Cash Management System”).
(iv) The Borrower shall not establish any new Cash Management System without the prior written consent of the Administrative Agent in its sole discretion, and prior to establishing any such new Cash Management System, the Borrower shall cause each bank, financial institution or post office box, as applicable, with which it seeks to establish such a Cash Management System to enter into a control agreement similar to the Collection Account Control Agreement. The Borrower shall provide, cause to be provided or cause the Servicer to provide, to the Collateral Agent remote, view-only access to the Collection Account and the Disbursement Account.
(v) Without the prior written consent of the Administrative Agent, the Borrower shall not, in a manner adverse to the Collateral Agent, (a) change the general instructions given to the Servicer in respect of payments on account of Receivables to be deposited in the Cash Management System, or (b) change any instructions given to any bank or financial institution which in any manner re...
Cash Management System. The Credit Parties will establish and maintain the cash management system described below (the “Cash Management System”):
(a) Except in connection with Excluded Deposit Accounts or as set forth on Schedule 8.5.2, on or prior to the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole reasonable discretion, consent to in writing), each Credit Party will (i) take all actions necessary to provide that all Account Debtors in respect of Government Accounts forward payment directly to an account of such Credit Party designated as a Government Receivables Deposit Account on Schedule 8.5.2 (such schedule to be delivered to the Agent on or before the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole reasonable discretion, consent to in writing)) (each a “Government Receivables Deposit Account”) and (ii) take all actions necessary to provide that all Account Debtors in respect of all Private Accounts forward payment directly to an account of such Credit Party designated as a Private Deposit Account on Schedule 8.5.2. On or prior to the Closing Date (or such later date as the Agent may, in its sole reasonable discretion, consent to in writing), the Borrower Agent shall have established a concentration account in its name (the “Concentration Account”) with a bank reasonably acceptable to the Agent.
(b) Except in connection with Excluded Deposit Accounts or as set forth on Schedule 8.5.2, on or prior to the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole discretion, consent to in writing), (i) each Credit Party that owns or originates Government Accounts shall deliver to the Agent for each Government Receivables Deposit Account established or maintained by such Credit Party, a tri-party deposit account agreement between the Agent, the bank at which such Government Receivables Deposit Account (each a “Government Receivables Bank”) is maintained and such Credit Party, in form and substance reasonably satisfactory to the Agent (each a “Government Receivables Deposit Account Agreement”), (ii) each Credit Party that owns or originates Private Accounts shall deliver to the Agent for each Private Deposit Account (other than Excluded Deposit Accounts) established or maintained by such Credit Party, a tri-party blocked account control agreement or lockbox account agreement between the Agent, the bank at w...
Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month afte...
Cash Management System. (a) The Borrower will cause each Subsidiary Loan Party to at all times maintain a Cash Management System that complies with Schedule 3 of the Senior Subsidiary Security Agreement. The Borrower will cause each Subsidiary Loan Party to comply with each obligation thereof under the Cash Management System. The Borrower will cause each Subsidiary Loan Party to comply with each of its obligations under the Cash Management System, and shall cause each Subsidiary Loan Party to use its best efforts to cause any applicable third party to effectuate the Cash Management System.
(b) Each party hereto authorizes the Administrative Agent and the Collateral Agent to (i) permit the creation by the Grantors of accounts that receive payments in respect of the Securitization Assets and/or Factoring Assets (but not other payments) and (ii) release the security interest of the Collateral Agent for the ratable benefit of the Senior Secured Parties in the Lockbox Account, the Governmental Lockbox Account and/or any accounts created pursuant to clause (i) of this paragraph from the Cash Management System and transfer control of the Lockbox Account, the Governmental Lockbox Account and/or any accounts created pursuant to clause (i) of this paragraph to (A) any Person in connection with a Factoring Transaction permitted by this Agreement for so long as a Factoring Transaction is ongoing or (B) any Person for the benefit of holders of Third Party Interests in respect of a Securitization permitted by this Agreement for as long as any Third Party Interests are outstanding.
Cash Management System. 12 1.9 Fees........................................................................................... 12 1.10
Cash Management System. Each Credit Party shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:
Cash Management System. The Borrower shall establish and maintain, until the payment in full of the Secured Obligations (other than contingent Secured Obligations for which no written demand has been made or asserted) and the termination of the Revolving Credit Commitment, the cash management systems described below:
