Cash Management System Clause Samples

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, 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. The Loan Parties will establish and maintain the cash management system described below: (1) Prior to the Closing Date, the Loan Parties obtained (x) “springing” Secured Deposit Account Agreements in respect of all DDAs that are not Blocked Accounts (other than, for avoidance of doubt, any Excluded Deposit Account) and (y) “fully-blocked” Secured Deposit Account Agreements in respect of all Blocked Accounts. Any such DDAs as to which Account Debtors forward payments constituting ABL Priority Collateral shall be designated as a “Blocked Account” on Schedule 5.23(a)(i) annexed hereto (a “Blocked Account”). (2) Each Secured Deposit Account Agreement with respect to a Blocked Account shall provide that the bank at which such Blocked Account is maintained shall make daily sweeps from such Blocked Account in accordance with the directions provided by Agent. (3) On or prior to the Closing Date, all DDAs of the Loan Parties (other than Excluded Deposit Accounts) shall be maintained at HSBC. The Loan Parties shall not be permitted to open any new DDAs (other than Excluded Deposit Accounts) after the Closing Date at financial institutions other than HSBC without Agent’s prior consent. (4) The Blocked Accounts shall be Collateral, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Secured Obligations, and in which the applicable Loan Party shall have granted a Lien to the Agent, for the benefit of the Secured Parties, pursuant to the Loan Documents. Each Loan Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the Blocked Accounts are solely in respect of ABL Priority Collateral. (5) On or prior to the Closing Date, all proceeds of collections of Accounts, and all proceeds of the sale or other disposition of any Inventory and other ABL Priority Collateral, shall be deposited directly into a Blocked Account. In the event that, notwithstanding the provisions of this clause (5), any Loan Party receives or otherwise has dominion and control of any proceeds of collections of Accounts or proceeds of Inventory and other ABL Priority Collateral, such proceeds and collections shall be held in trust by such Loan Party for the Agent and shall, not later than five (5) Business Days after receipt thereof, be deposited into a Blocked Account or dealt with in such other fashion as such Loan Party may be instructed by Agent.

Cash Management System. (a) Until the Latest Maturity Date, the Borrowers shall (i) (A) establish on the Effective Date and thereafter maintain one or more post office boxes at the U.S. Post Office at such address or addresses as the Administrative Agent may notify Borrower from time to time upon reasonable advance written notice (collectively, “Lock Boxes”), and (2) during each Cash Dominion Period request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes in the case of paper Remittances and (ii) (A) establish on the Effective Date and thereafter maintain the Collection Account at the Administrative Agent and (B) during each Cash Dominion Period request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the Collection Account in the case of electronic Remittances. Upon collection into a Lock Box and subject to, and in accordance with, the terms and conditions of the Cash Management Agreements provided by the Administrative Agent to Borrower, all Remittances received in the applicable Lock Box shall be deposited by the Administrative Agent into the Collection Account. The Administrative will have sole access to each Lock Box, and at no time shall the Borrowers remove any item from any Lock Box without the Administrative Agent’s prior written consent. (b) Attached hereto as Schedule 2.6(a) is a schedule of all DDAs, that are maintained by the Loan Parties, which Schedule includes, with respect to each depository, (i) the account number(s) maintained with such depository, (ii) the name of the depository and (iii) the name of the Loan Party that maintains such DDA. (c) Within ninety (90) days after the Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), each applicable Loan Party will enter into a blocked account agreement (each, a “Blocked Account Agreement”), reasonably satisfactory to the Administrative Agent, with respect to the DDAs existing as of the Effective Date listed on Schedule 2.6(b) attached hereto, other than any such account that is an Excluded Account (the “Blocked Accounts”). (d) Each Blocked Account Agreement entered into by a Loan Party shall, subject to the ABL/Term Loan Intercreditor Agreement, permit the Administrative Agent to instruct the depository, during a Cash Dominion Period (and delivery of notice thereof from the Administrative Agent), to transfer on each...

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. Each Credit Party shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:

Cash Management System. 12 1.9 Fees........................................................................................... 12 1.10

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. The Borrowers shall establish and maintain, until the payment in full of the Obligations and the termination of the Commitment, the cash management systems described below: