Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. Borrower shall cause all Rents and other Gross Revenue (other than payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by Tenants of the Property directly into a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in and pursuant to the Clearing Account Agreement. Without in any way limiting the foregoing, from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). On the Closing Date, Borrower shall deliver or cause to be delivered a Tenant Direction Letter to each Tenant under each presently effective Lease. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Cash Management Account may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (i) any Account shall be deemed to apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Clearing Account, the Cash Management Account and all other Accounts shall be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Tenant Direction Letters to all Tenants in accordance with the terms and provisions of this Section 6.1.

Cash Management Arrangements. Borrower shall The Borrowers will, and will cause all Rents and other Gross Revenue (other than payments received on account each of the business interruption insurance specified in Subsection 5.1.1(a)(iii)other Credit Parties to, which shall be governed by Section 5.2.3) to be transmitted by Tenants maintain such cash management systems and banking arrangements (including the establishment of the Property directly into a trust lockboxes and deposit account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender (the “Clearing Bank”control arrangements) as more fully described provided for in the Security Agreement and pursuant on terms satisfactory to the Clearing Account AgreementAdministrative Agent in its Permitted Discretion. Without in any way limiting the foregoing, from and after On the date hereofof delivery of each Monthly Compliance Certificate, Borrower Enrichment shall notify and advise each Tenant under each Lease fix the Specified Pledged Cash Amount for the Monthly Collateral Coverage Period then commencing by specifying such amount on such Monthly Compliance Certificate (whether such Lease is presently effective which Specified Pledged Cash Amount may be greater than or executed after less than the date hereof) Specified Pledged Cash Amount for the prior Monthly Collateral Coverage Period). If Enrichment elects to send directly to reduce the Clearing Account all payments of Rent pursuant Specified Pledged Cash Amount for any Monthly Collateral Coverage Period to an instruction letter amount that is less than the Specified Pledged Cash Amount in effect during the form of Exhibit B attached hereto prior Monthly Collateral Coverage Period (a “Tenant Direction LetterPledged Cash Reduction”). On the Closing Date, Borrower shall deliver or cause to be delivered a Tenant Direction Letter to each Tenant under each presently effective Lease. Funds deposited into the Clearing Account Enrichment shall be swept by permitted to request that the Clearing Bank Administrative Agent (or Chase or its Affiliates, as applicable) withdraw cash from the Pledged Money Market Account and deliver it to Enrichment; provided that, after giving effect to such withdrawal of cash, the actual amount of cash on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds deposit in the Pledged Money Market Account is equal to or greater than the new Specified Pledged Cash Management Account may Amount; and provided, further, that Enrichment shall not be invested in Permitted Investmentspermitted to effectuate a Pledged Cash Reduction unless (i) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, and (ii) as of the last day of the month most recently ended prior to the delivery of such Monthly Compliance Certificate, and, as more particularly of the date of delivery of such Monthly Compliance Certificate, the Collateral Coverage Ratio (in each case, computed after giving effect to the proposed Pledged Cash Reduction) shall not be less than the minimum Collateral Coverage Ratio required by Section 6.10. At all times during each Monthly Collateral Coverage Period, Enrichment shall maintain a minimum cash balance in the Pledged Money Market Account of not less than the Specified Pledged Cash Amount set forth in the Cash Management AgreementMonthly Compliance Certificate delivered at the commencement of such Monthly Collateral Coverage Period. As an alternative to establishing each Enrichment shall cause the Pledged Money Market Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (i) any Account shall be deemed to apply instead remain subject to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Clearing Account, the Cash Management Account and all other Accounts shall be under the sole exclusive control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Tenant Direction Letters to all Tenants in accordance with the terms and provisions of this Section 6.1Administrative Agent.”

Cash Management Arrangements. Upon the first occurrence of a Lockbox Trigger Event, Borrower shall cause all Rents and other Gross Revenue (other than payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by Tenants of the Property directly into establish a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) ), which Clearing Account shall be maintained by Borrower at all times after the first occurrence of a Lockbox Trigger Event. Prior to the Closing Date, Borrower has delivered to Clearing Bank all executed Clearing Account opening documentation which has been required by the Clearing Bank to be held in escrow until the first occurrence of a Lockbox Trigger Event. Upon the first occurrence of a Lockbox Trigger Event, Clearing Bank shall open or activate, as applicable, the Clearing Account upon notice by Lender pursuant to the Clearing Account Agreement. Upon the commencement of the first Lockbox Trigger Event and at all times thereafter, Borrower shall cause all Gross Revenue to be transmitted directly by non-residential Tenants of the Property into the Clearing Account maintained at the Clearing Bank as more fully described in and pursuant to the Clearing Account Agreement. Without in any way limiting the foregoing, if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and after shall be held in trust for the date hereofbenefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall notify and advise each Tenant under each Lease (whether deposit such Lease is presently effective or executed after the date hereof) to send directly to amounts in the Clearing Account all payments within one (1) Business Day of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto receipt. Thereafter, (a “Tenant Direction Letter”). On the Closing Datex) during any Trigger Period, Borrower shall deliver or cause to be delivered a Tenant Direction Letter to each Tenant under each presently effective Lease. Funds funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into an Eligible the Deposit Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and (y) if a Trigger Period is not continuing, funds deposited into the Cash Management AgreementClearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank. Funds in the Cash Management Deposit Account may that are invested shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Cash Management Deposit Account or the other Accounts described herein which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring (such subaccounts are referred to (i) any Account shall be deemed to apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described hereinherein as “Accounts”). The Clearing Account, the Cash Management Deposit Account and all other Accounts shall will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Tenant Direction Letters to all Tenants in accordance with the terms and provisions of this Section 6.1.

Cash Management Arrangements. Each Borrower shall cause all Rents and other Gross Revenue (other than payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by (a) credit card clearing banks with which Borrower, Property Manager or Intermediate Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Borrower, Property Manager or Intermediate Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the Property Property, in each case, directly into a trust account (the “applicable Clearing Account”) Account established and maintained by or on behalf of Borrower at a local bank selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in and pursuant to the Clearing Account Agreement. Without in any way limiting the foregoing, from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). On Without in any way limiting the Closing Dateforegoing, Borrower shall deliver instruct and shall continuously hereafter instruct each of the Credit Card Banks and the Credit Card Companies that all credit card receipts with respect to the Property (net of any expenses charged for such processing) cleared by such Credit Card Banks or cause Credit Card Companies, as applicable, shall be transferred by such Credit Card Banks or Credit Card Companies, as applicable, by wire transfer or the ACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit C hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit D hereto (a “Credit Card Company Payment Direction Letter”), as applicable. Borrower hereby represents and warrants that Borrower has delivered or caused to be delivered a Tenant Credit Card Bank Payment Direction Letter Letters and Credit Card Payment Direction Letters to each Tenant under of the Credit Card Banks and Credit Card Companies, as applicable. If, notwithstanding the provisions of this Section 6.1, Borrower, Property Manager or Intermediate Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Property Manager or Intermediate Manager (except in accordance with the Clearing Account Agreement and the Cash Management Agreement), and (iii) Borrower, Property Manager or Intermediate Manager shall deposit such amounts in the Clearing Account within one Business Day of receipt; provided, however, so long as the Property Management Agreement relating to the Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois, as applicable, shall have not been terminated, cash receipts received for Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois may be deposited in a Borrower account established by the applicable Property Manager (as agent for Borrower), so long as such receipts in excess of $1,000.00 for each presently effective Leaseaccount are transferred by wire transfer to the Clearing Account no less frequently than each calendar week. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Cash Management Account may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (i) any Account shall be deemed to apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Clearing Account, the Cash Management Account and all other Accounts shall be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Credit Card Bank Payment Direction Letters and Credit Card Company Payment Direction Letters to the Credit Card Banks and/or Credit Card Companies, as applicable, and Tenant Direction Letters to all any Tenants in accordance with the terms and provisions of this Section 6.1.

Cash Management Arrangements. Borrower All Rents shall cause all Rents and other Gross Revenue (other than payments received on be transmitted ---------------------------- directly by tenants of each of the Properties into an account of the business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by Tenants of the Property directly into a trust account Borrower (the “Clearing Account”"CLEARING ACCOUNT") established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender (the “"CLEARING BANK"). All Rents received by Borrower or Manager shall be deposited into the Clearing Bank”Account within one (1) Business Day of receipt. Borrower may, in its sole discretion, withdraw and dispose of any and all amounts on deposit from time to time in the Clearing Account, until (x) the Optional Prepayment Date occurs or (y) if earlier, a Lockbox Event occurs, and Lender has given notice to the Clearing Bank of such event as more fully described in and pursuant to required by the provisions of the Clearing Account Agreement. Without Subject to the provisions of this Section 3.1, (a) from and after the occurrence of a Lockbox Event, and until the Lockbox Termination (if any) in respect of such Lockbox Event, and (b) in any way limiting the foregoingcase, from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). On the Closing Optional Prepayment Date, Borrower shall deliver or cause to be delivered a Tenant Direction Letter to each Tenant under each presently effective Lease. Funds deposited into all funds on deposit in the Clearing Account shall be swept by the Clearing Bank on a daily basis into an Eligible the Deposit Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Deposit Account Agreement. Funds in the Cash Management The Deposit Account may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Cash Management Account or the other Accounts described herein which and all Subaccounts shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to Accounts. A "LOCKBOX EVENT" shall mean (i) either (A) the failure by Borrower to pay any Account shall be deemed Monthly Debt Service Payment Amount, or any payment into any Fund, within five (5) days after the due date thereof, or (B) an Event of Default other than the failure by Borrower to apply instead to the corresponding subaccount pay when due any Monthly Debt Service Payment Amount or payment into any Fund, and (ii) the giving by Lender to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Clearing Account, the Cash Management Account and all other Accounts shall be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt Bank of notice of such resignationfailure or Event of Default, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Tenant Direction Letters to all Tenants in accordance with the terms and provisions of this Section 6.1the Clearing Account Agreement. "LOCKBOX TERMINATION" shall mean the giving by Lender to the Clearing Bank, in accordance with the terms and provisions of the Clearing Account Agreement, of a notice and direction to terminate such sweeping of funds into the Deposit Account. Lender shall be required to give a Lockbox Termination notice to the Clearing Bank if and only if, for one year after the occurrence of a Lockbox Event, no Event of Default shall have occurred and, as of the end of such one-year period, the Debt Service Coverage Ratio shall be at least equal to the Debt Service Coverage Ratio immediately prior to such Lockbox Event. Upon a Lockbox Termination, the sweep of funds from the Clearing Account to the Deposit Account shall cease until the earlier of the occurrence of another Lockbox Event or the Optional Prepayment Date.

Cash Management Arrangements. Borrower shall cause all All Rents and other Gross Revenue (other than payments received on account of the business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed transmitted directly by Section 5.2.3) to be transmitted by Tenants tenants of the Property directly into a trust account one or more accounts (the “"Clearing Account”Accounts") established and maintained by Borrower or Manager but controlled by Lender at a local bank one or more banks selected by Borrower and reasonably approved by Lender Manager (the “"Clearing Bank”Banks") as more fully described all in and pursuant to accordance with the Clearing Account Agreement. Without in If any way limiting the foregoing, from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send tenants pay their Rents directly to either the Borrower or the Manager, all Rents received by Borrower or Manager shall be deposited into a Clearing Account all payments within one (1) Business Day of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (receipt. Except during a “Tenant Direction Letter”). On the Closing DateCash Management Period, Borrower shall deliver or cause to be delivered a Tenant Direction Letter to each Tenant under each presently effective Lease. Funds funds deposited into the Clearing Account Accounts shall be swept by the Clearing Bank Banks on a daily basis into Manager's operating account at a Clearing Bank. During a Cash Management Period, such funds shall be swept by the Clearing Banks on a daily basis into an Eligible Account account at the Cash Management Deposit Bank controlled by Lender (the “Cash Management a "Deposit Account”") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Cash Management Deposit Account may Agreement and, pending such application and disbursement, will be invested in Permitted InvestmentsInvestments selected by Manager, as more particularly set forth with any earnings thereon accruing for the benefit of Borrower. If the Deposit Account Agreement is no longer in the effect when a Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible AccountPeriod resumes, then, within fifteen (15) days after Lender's request, Borrower and Manager shall enter into one or more deposit account agreements among Borrower, Manager, Lender may also establish or cause to be established and the Deposit Bank, in Lender's then current form revised in accordance with this Agreement, providing for the receipt and disbursement of Rents by the Deposit Bank in accordance herewith. The Deposit Account and all subaccounts of the Cash Management Account or the other Accounts described herein which thereof shall at all times be Eligible Accounts (such subaccounts, and may be ledger any other accounts or book entry accounts subaccounts at the Deposit Bank, other than the Deposit Account, are referred to herein as "Subaccounts"). The "Cash Management Period" shall mean and not actual accounts) whereupon all provisions consist of this Agreement referring to (i) any Account shall be deemed to apply instead the period from the Loan Closing Date to the corresponding subaccount and Conversion Date, (ii) the period from the Optional Prepayment Date to the Accounts generally shall be deemed to apply instead end of the Term, (iii) the period from the occurrence of a monetary Event of Default to the Cash Management Account or date following the first (1st) anniversary of the curing of such monetary Event of Default on which the Debt Service Coverage Ratio is at least equal to 1.27x, (iv) the period from the occurrence of a non-monetary Event of Default to the date such non-monetary Event of Default is cured; provided, however, if more than two (2) non-monetary Events of Default occur in any other Account described herein. The twelve (12) month period, then commencing upon the occurrence of a third (3rd) non-monetary Event of Default to the date following the first (1st) anniversary of the curing of such non-monetary Event of Default on which the Debt Service Coverage Ratio is at least equal to 1.27x, (v) if the audited financial statements provided to Lender pursuant to Section 5.1.9 and 5.2.9 indicate that less than ninety percent (90%) of the actual Rents from the Property have been deposited into the Clearing Account, then the period from such determination to the date following the first (1st) anniversary of such determination, and (vi) the period from the investment of Preferred Equity until the payment in full of the Preferred Equity and the Preferred Yield (as defined in Schedule 2) thereon. Lender hereby agrees to deliver to the Clearing Bank and the Deposit Bank written notice that the particular Cash Management Account and all other Accounts shall be under Period has ended no later than fifteen (15) days following the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event end of a resignation by Clearing BankCash Management Period, Borrower shalltogether with instructions to remit all sums remaining in Manager's Subaccount as directed, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, and shall cause the execution of a replacement Clearing Account Agreement in form and substance satisfactory to Lender and deliver Tenant Direction Letters to all Tenants in accordance with the terms and provisions of this Section 6.1Manager.