Common use of Cash Sweep Clause in Contracts

Cash Sweep. The Borrower may use any amount standing to the credit of the Cash Trap Account to fund lease up and lease renewal expenses (for example, tenants improvements, leasing commissions) to the extent such expenses are – as to scope, contents and timing – either (i) in line with the Business Plan agreed with the Lender or (ii) if not foreseen in the Business Plan, pre-agreed with the Lender, or (iii) if not pre-agreed with the Lender, in line with market standards (which shall mean, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender shall be authorised at any time to use the money on the Cash Trap Account to repay the Loan, should a Cash Trap Event exist on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Dates) and there is no Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Trap Account shall be, within five Business Days from the day the absence of a Cash Trap Event has been evidenced to the satisfaction of the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of the occurrence of a Cash Trap Event, shall be deemed re-instated upon the transfer of amounts to the Rent Receipt Account as provided for in the previous sentence.

Cash Sweep. (a) The Borrower may use any amount standing Senior Collateral Agent shall immediately be entitled to deliver Cash Sweep Notices upon the credit of conditions specified in Section 9.15(a) in the Cash Trap Account to fund lease up and lease renewal expenses Senior Credit Agreement. (for example, tenants improvements, leasing commissionsb) to the extent such expenses are – as to scope, contents and timing – either Upon delivery of: (i) a Blocked Account Cash Sweep Notice from the Senior Collateral Agent, the balance of each Blocked Account shall be forwarded to the Concentration Account, each Business Day or the next Business Day (as permitted by the applicable Blocked Account Agreement), in line with the Business Plan agreed with the Lender or same day funds, for so long as such Blocked Account Cash Sweep Notice shall be in effect; and (ii) if not foreseen in a Concentration Account Cash Sweep Notice from the Senior Collateral Agent, the balance of the Concentration Account shall be forwarded to a Citibank Concentration Account, each Business Plan, pre-agreed with Day (or the Lender, or next Business Day (iii) if not pre-agreed with as permitted by the LenderConcentration Account Agreement)), in line with market standards (which shall meansame day funds, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender for so long as such Concentration Account Cash Sweep Notice shall be authorised at any time to use the money on the Cash Trap Account to repay the Loan, should in effect. (c) On each Business Day during a Cash Trap Event exist Sweep Period, the Senior Collateral Agent shall use funds on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment deposit in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists any Citibank Concentration Account as follows: (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Datesi) and there is no Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Trap Account shall be, within five Business Days from the day the absence of a Cash Trap Event has been evidenced to the satisfaction of the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of after the occurrence of a Cash Trap Triggering Event, in accordance with the provisions of Section 4.01(a) of the Collateral Trust and Intercreditor Agreement, as applicable; and (ii) at any other time, first, to repay the Revolving Borrowings (without any Reduction of the Commitments) and second, to be deposited into the Cash Sweep Cash Collateral Account for the benefit of the Senior Secured Parties, as collateral for the payment and performance of the Senior Obligations. The 2 Senior Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Sweep Cash Collateral Account. Deposits in the Cash Sweep Cash Collateral Account shall be deemed re-instated invested in Permitted Investments, to be selected by the Senior Collateral Agent in their sole discretion, and interest earned on such deposits shall be deposited in such account as additional collateral for the payment and performance of the Senior Obligations. Interest or profits, if any, on such investments shall accumulate in such account. Upon termination of any Cash Sweep Period, funds in the Cash Sweep Cash Collateral Account shall be released to the Concentration Account within three Business Days after the end of such Cash Sweep Period. (d) The Senior Collateral Agent shall be required to automatically rescind any Cash Sweep Notice upon the transfer conditions specified in Section 9.15(b) of amounts the Senior Credit Agreement. (e) The Senior Collateral Agent reserves the right to send as many Cash Sweep Notices to the Rent Receipt Account as provided for in the previous sentenceextent that it is entitled to do so under paragraph (a) of this Section 2. SECTION 10.

Cash Sweep. The Borrower may use (a) On any amount standing to the credit of the Cash Trap Account to fund lease up and lease renewal expenses (for example, tenants improvements, leasing commissions) to the extent such expenses are – as to scope, contents and timing – either day which: (i) in line with the Business Plan agreed with the Lender or an Event of Default exists, or (ii) if not foreseen the lesser of the Revolving Credit Commitments (after deducting the Aggregate Revolving Credit Exposure at such time) and the Borrowing Base Amount (after deducting the Aggregate Revolving Credit Exposure and the aggregate Term Exposures of the Banks at such time), in each case, together with all amounts then on deposit in the Business PlanCash Sweep Cash Collateral Account, pre-agreed with is less than (A) $300,000,000 for the Lender, or (iii) if not pre-agreed with the Lender, in line with market standards (which shall mean, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation period prior to the space to be re-letdate of issuance of consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of and for the fiscal year of the Borrower ended February 26, 2000; and with respect to leasing commissions any reasonable broker commissions (MaklergebührenB) which are incurred at arm’s length). The Lender $100,000,000 for all periods on and after the issuance of such financial statements, the Senior Collateral Agent, upon its determination or upon request by the Majority Banks, shall be authorised at any time immediately be entitled to use the money on the deliver Cash Trap Account to repay the Loan, should Sweep Notices. (b) During a Cash Trap Event exist on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregardedSweep Period, if the ISCR Level or LTV has been cured by making the Cure Payment in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists if: (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Datesi) and there is no Event of Default or Potential Event Default, and (ii) the lesser of Default which is continuingthe Revolving Credit Commitments (after deducting the Aggregate Revolving Credit Exposure at such time) and the Borrowing Base Amount (after deducting the Aggregate Revolving Credit Exposure and the aggregate Term Exposures of the Banks at such time), in each case, together with all amounts standing then on deposit in the Cash Sweep Cash Collateral Account, is for any period of 21 consecutive days, greater than (A) $300,000,000 for the period prior to the credit date of issuance of consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of and for the fiscal year of the Borrower ended February 26, 2000, and (B) $100,000,000 on and after the issuance of such financial statements, the Senior Collateral Agent shall automatically rescind any Cash Trap Account shall be, within five Business Days from Sweep Notice. (c) The Senior Collateral Agent reserves the day the absence of a right to send as many Cash Trap Event has been evidenced Sweep Notices to the satisfaction of extent that it is entitled to do so under the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of the occurrence of a Cash Trap Event, shall be deemed re-instated upon the transfer of amounts to the Rent Receipt Account as provided for in the previous sentenceSenior Subsidiary Security Agreement.

Cash Sweep. (a) The Borrower may use any amount standing Senior Collateral Agents shall immediately be entitled to deliver Cash Sweep Notices upon the credit of conditions specified in Section 9.15(a) in the Cash Trap Account to fund lease up and lease renewal expenses Senior Credit Agreement. (for example, tenants improvements, leasing commissionsb) to the extent such expenses are – as to scope, contents and timing – either Upon delivery of: (i) a Blocked Account Cash Sweep Notice from the Senior Collateral Agents, the balance of each Blocked Account shall be forwarded to the Concentration Account, each Business Day or the next Business Day (as permitted by the applicable Blocked Account Agreement), in line with the Business Plan agreed with the Lender or same day funds, for so long as such Blocked Account Cash Sweep Notice shall be in effect; and (ii) if not foreseen in a Concentration Account Cash Sweep Notice from the Senior Collateral Agents, the balance of the Concentration Account shall be forwarded to a Citibank Concentration Account, each Business Plan, pre-agreed with Day (or the Lender, or next Business Day (iii) if not pre-agreed with as permitted by the LenderConcentration Account Agreement)), in line with market standards (which shall meansame day funds, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender for so long as such Concentration Account Cash Sweep Notice shall be authorised at any time to use the money on the Cash Trap Account to repay the Loan, should in effect. (c) On each Business Day during a Cash Trap Event exist Sweep Period, the Senior Collateral Agents shall use funds on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment deposit in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists any Citibank Concentration Account as follows: (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Datesi) and there is no Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Trap Account shall be, within five Business Days from the day the absence of a Cash Trap Event has been evidenced to the satisfaction of the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of after the occurrence of a Cash Trap Triggering Event, in accordance with the provisions of Section 4.01(a) of the Collateral Trust and Intercreditor Agreement, as applicable; and (ii) at any other time, first, to repay the Revolving Borrowings (without any Reduction of the Commitments) and second, to be deposited into the Cash Sweep Cash Collateral Account for the benefit of the Senior Secured Parties, as collateral for the payment and performance of the Senior Obligations. The Senior Collateral Agents shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Sweep Cash Collateral Account. Deposits in the Cash Sweep Cash Collateral Account shall be deemed re-instated invested in Permitted Investments, to be selected by the Senior Collateral Agents in their sole discretion, and interest earned on such deposits shall be deposited in such account as additional collateral for the payment and performance of the Senior Obligations. Interest or profits, if any, on such investments shall accumulate in such account. Upon termination of any Cash Sweep Period, funds in the Cash Sweep Cash Collateral Account shall be released to the Concentration Account within three Business Days after the end of such Cash Sweep Period. (d) The Senior Collateral Agents shall be required to automatically rescind any Cash Sweep Notice upon the transfer conditions specified in Section 9.15(b) of amounts the Senior Credit Agreement. (e) The Senior Collateral Agents reserve the right to send as many Cash Sweep Notices to the Rent Receipt Account as provided for in the previous sentenceextent that they are entitled to do so under paragraph (a) of this Section 2.

Cash Sweep. The Borrower (a) Cowen may, in its discretion, pay interest on any Cash Balances awaiting investment. Cowen may use any permit the Customer to invest or place available Cash Balances over certain minimum amounts to be swept or automatically invested, either weekly or daily, depending on the amount standing to the credit of the Cash Trap Account Balance and according to fund lease up a periodic sweep schedule determined by Cowen in its discretion, in money market funds (“MMF Sweep Product”), FDIC-insured bank deposit accounts (such banks, “Program Bank”, and lease renewal expenses (for exampleany such investment, tenants improvements, leasing commissionsthe “Bank Sweep Product”) or such other accounts or arrangements as Cowen may make available to the extent such expenses are – as to scopeCustomer (together with Cash Balance, contents each a “Sweep Product” and timing – either (i) in line with collectively, the Business Plan agreed with the Lender or (ii) if not foreseen in the Business Plan, pre-agreed with the Lender, or (iii) if not pre-agreed with the Lender, in line with market standards (which shall mean, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length“Sweep Options”). The Lender Customer understands that account statements will reflect the payment of interest on any Cash Balance and all sweep transactions (including purchases, redemptions, dividends and dividend reinvestments). These account statements are provided in lieu of separate confirmations of sweep transactions. Cowen may change or replace the Sweep Options available to the Customer at its discretion. (b) Cowen will provide the Customer advance notice of any such change in Sweep Options as may be required by Applicable Law. With respect to any proposed change in the Customer’s Sweep Option, change in available Sweep Options or change in the terms of a Sweep Option (such as a transfer of the Customer’s interest from one money market fund to another money market fund, or from one FDIC-insured bank deposit account to a deposit account at another FDIC-insured bank), Cowen will provide the Customer with 30 days’ advance written notice that will describe, as applicable, the changes to the terms and conditions of the Sweep Product, changes to any option within such Sweep Product and any change to the available Sweep Options, along with any change of the Customer’s investment from one Sweep Product to another. This notice will also describe the new terms and conditions of the Sweep Product or the new Sweep Option, and the Sweep Options available to the Customer if the Customer does not accept the new terms and conditions or option. Unless the Customer notifies Cowen of an objection to any such change, the Customer authorizes Cowen to withdraw cash or redeem securities maintained in the prior Sweep Option and to invest or place the proceeds in the replacement Sweep Option. The Customer understands that the Customer will be bound by the terms and conditions for the Sweep Option that is associated with each Account. In addition, the Customer understands that different Sweep Options may be offered by Cowen in connection with various accounts, services and products. If the Customer decides to enroll an Account in a new service with different available Sweep Options, then, absent the Customer’s affirmative election of a particular Sweep Option available under this new service, the Customer authorizes Cowen to withdraw cash or redeem securities maintained in the prior Sweep Option for the Account and to reinvest or place the proceeds in the new Sweep Option. The Customer shall be authorised responsible for any investment losses associated with the Customer’s decision to enroll an Account in a new service with a different Sweep Option or changes to a Sweep Option for which the Customer does not make an affirmative election or for which the Customer does not notify Cowen of the Customer’s objection. (c) The Customer may change its selection among the products available in a Sweep Product, or the Customer may elect, subject to any limitation set forth in any Sweep Product agreement or, where applicable, under federal banking laws (which includes, without limitation, Program Banks’ potential requirement of seven days’ notice before permitting a withdrawal or transfer of funds from an account) that the balance in the bank deposit account be returned or the shares of the money market mutual fund be liquidated and the proceeds returned, as applicable, to the Account or remitted to the Customer. With respect to any Cash Balance that the Customer opts to have automatically transferred to an account at a bank via the Bank Sweep Product, the Customer agrees that it is responsible for monitoring the balance of the Customer’s Bank Sweep Product accounts deposited with the Program Banks to determine whether the Customer has total deposit balances held in the same capacity at any time Program Bank in excess of the $250,000 FDIC deposit insurance limit. (d) Cash Balances are insured by SIPC as described in Section 20. Bank Sweep Products are insured by the FDIC up to use the money on applicable limit, but are not insured by SIPC or obligations of Cowen. Money market funds are securities that may increase or decrease in value. They are not insured or guaranteed by the Cash Trap Account to repay the LoanFDIC, should a Cash Trap Event exist on two successive Test Dates. Any non-compliance with the ISCR Level any other government agency, Cowen or LTV on a Test Date shall be disregardedProgram Bank, if the ISCR Level or LTV has been cured by making the Cure Payment in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Dates) and there is can be no Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Trap Account shall be, within five Business Days from the day the absence of a Cash Trap Event has been evidenced to the satisfaction of the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of the occurrence of a Cash Trap Event, shall be deemed re-instated upon the transfer of amounts to the Rent Receipt Account as provided for in the previous sentenceassurance that such funds will maintain their net asset value.

Cash Sweep. (a) The Borrower may use any amount standing Senior Collateral Agent shall immediately be entitled to deliver Cash Sweep Notices upon the credit of conditions specified in Section 9.15(a) in the Cash Trap Account to fund lease up and lease renewal expenses Senior Credit Agreement. (for example, tenants improvements, leasing commissionsb) to the extent such expenses are – as to scope, contents and timing – either Upon delivery of: (i) a Blocked Account Cash Sweep Notice from the Senior Collateral Agent, the balance of each Blocked Account shall be forwarded to the Concentration Account, each Business Day or the next Business Day (as permitted by the applicable Blocked Account Agreement), in line with the Business Plan agreed with the Lender or same day funds, for so long as such Blocked Account Cash Sweep Notice shall be in effect; and (ii) if not foreseen in a Concentration Account Cash Sweep Notice from the Senior Collateral Agent, the balance of the Concentration Account shall be forwarded to a Citibank Concentration Account, each Business Plan, pre-agreed with Day (or the Lender, or next Business Day (iii) if not pre-agreed with as permitted by the LenderConcentration Account Agreement)), in line with market standards (which shall meansame day funds, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender for so long as such Concentration Account Cash Sweep Notice shall be authorised at any time to use the money on the Cash Trap Account to repay the Loan, should in effect. (c) On each Business Day during a Cash Trap Event exist Sweep Period, the Senior Collateral Agent shall use funds on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment deposit in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists any Citibank Concentration Account as follows: (i.e. the ISCR Level and LTV are being complied with (for the avoidance of doubt, if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Datesi) and there is no Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Trap Account shall be, within five Business Days from the day the absence of a Cash Trap Event has been evidenced to the satisfaction of the Lender, transferred to the Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of after the occurrence of a Cash Trap Triggering Event, in accordance with the provisions of Section 4.01(a) of the Collateral Trust and Intercreditor Agreement, as applicable; and (ii) at any other time, first, to repay the Revolving Borrowings (without any Reduction of the Commitments) and second, to be deposited into the Cash Sweep Cash Collateral Account for the benefit of the Senior Secured Parties, as collateral for the payment and performance of the Senior Obligations. The Senior Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Sweep Cash Collateral Account. Deposits in the Cash Sweep Cash Collateral Account shall be deemed re-instated invested in Permitted Investments, to be selected by the Senior Collateral Agent in their sole discretion, and interest earned on such deposits shall be deposited in such account as additional collateral for the payment and performance of the Senior Obligations. Interest or profits, if any, on such investments shall accumulate in such account. Upon termination of any Cash Sweep Period, funds in the Cash Sweep Cash Collateral Account shall be released to the Concentration Account within three Business Days after the end of such Cash Sweep Period. (d) The Senior Collateral Agent shall be required to automatically rescind any Cash Sweep Notice upon the transfer conditions specified in Section 9.15(b) of amounts the Senior Credit Agreement. (e) The Senior Collateral Agent reserves the right to send as many Cash Sweep Notices to the Rent Receipt Account as provided for in the previous sentenceextent that it is entitled to do so under paragraph (a) of this Section 2.