CASH ALLOCATION ON THE DISTRIBUTION DATE. Subject to Section 2.07(e), the allocation between Hilton and Park Place of all domestic and international cash bank balances, short-term investments and outstanding checks and drafts of Hilton and its Subsidiaries recorded per the books of Hilton and its Subsidiaries shall be in accordance with the following: (i) all deposits of cash, checks, drafts or short-term investments made to accounts, other than the Gaming Group Cash Accounts, after the close of business on the Distribution Date shall be remitted to Hilton and/or the appropriate Retained Business Subsidiary; PROVIDED, HOWEVER, that any such deposits that (1) are generated from operations of the Gaming Business shall be remitted to Park Place and/or the appropriate Gaming Subsidiary as promptly as possible and (2) are erroneously made to such accounts shall be redeposited to the correct accounts as promptly as possible; (ii) all deposits of cash, checks, drafts or short-term investments made to the Gaming Group Cash Accounts after the close of business on the Distribution Date shall be remitted to Park Place and/or the appropriate Gaming Subsidiary; PROVIDED, HOWEVER, that any such deposits that (1) are generated from operations of the Retained Business shall be remitted to Hilton and/or the appropriate Retained Business Subsidiary as promptly as possible and (2) are erroneously made to such accounts shall be redeposited to the correct accounts as promptly as possible; (iii) cash held on the Distribution Date in the ordinary course of business at Casino Hotels or other gaming facilities comprising part of the Gaming Business in an aggregate amount up to $100 million ("GAMING FIELD CASH") shall constitute assets of Park Place and/or the appropriate Gaming Subsidiaries; (iv) cash held on the Distribution Date by Park Place representing a corporate cash reserve in an aggregate amount equal to $25 million funded through a borrowing under the Park Place Credit Facility (as defined below) ("GAMING CORPORATE CASH") shall constitute assets of Park Place and/or the appropriate Gaming Subsidiaries; (v) cash held on the Distribution Date in the ordinary course of business at lodging or timeshare properties comprising part of the Retained Business in an aggregate amount up to $5 million ("LODGING FIELD CASH") shall constitute assets of Hilton and/or the appropriate Retained Business Subsidiaries; (vi) cash held on the Distribution Date by Hilton representing a corporate cash reserve in an aggregate amount equal to $25 million funded through a borrowing under its credit facility ("LODGING CORPORATE CASH") shall constitute assets of Hilton and/or the appropriate Retained Business Subsidiaries; and (vii) all cash based on book balances existing as of the Distribution Date, except Gaming Field Cash, Gaming Corporate Cash, Lodging Field Cash, Lodging Corporate Cash and cash unavailable for general corporate purposes (e.g., cash pledged to secure assets), shall be equally divided between Hilton and Park Place.
Appears in 2 contracts
Sources: Distribution Agreement (Hilton Hotels Corp), Distribution Agreement (Park Place Entertainment Corp)