Common use of Company's Funds Account Clause in Contracts

Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all cash amounts described in Section 3.1.25(e), (b) the amounts required pursuant to Sections 5.8.1, 5.8.2 and 5.8.3 including such funds as may be transferred from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement, (c) all amounts received by the Company prior to the Final Completion Date in respect of liquidated or other damages under the Project Documents and the Company's insurance policies, amounts paid to the Company under the Construction Guaranty and any Payment and Performance Bond, (d) amounts required to be withdrawn from the Operating Account pursuant to Section 2.3.8, (e) the FF&E Reimbursement Advance, (f) all amounts required pursuant to Sections 2.5.1(b) and 5.1.1, (g) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, as provided in this Agreement, and (h) all other funds or amounts (other than On-Site Cash) received by the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited in the Company's Funds Account all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant to Section 5.21 and all amounts received by the Disbursement Agent or any of the Bank Agent, the Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor Agreement. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Company's Funds Account shall (i) from time to time, be transferred by the Disbursement Agent to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a), (ii) from time to time be applied by the Disbursement Agent to prepayment of the Obligations in accordance with Section 5.21, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's Funds Account to be deposited at all times therein until applied to the payment of Project Costs or as otherwise described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Account.

Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all cash amounts described in Section 3.1.25(e), (b) the amounts required pursuant to Sections 5.8.1, 5.8.2 5.9.1 and 5.8.3 5.9.2 including such funds as may be transferred from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement, (c) all amounts received by the Company prior to the Final Completion Date in respect of liquidated or other damages under the Project Documents and the Company's insurance policies, amounts paid to the Company under the Construction Guaranty and any Payment and Performance Bond, (d) amounts required to be withdrawn from the Operating Account pursuant to Section 2.3.82.3.9, (e) the FF&E Reimbursement Advance, (f) all amounts required pursuant to Sections 2.5.1(b) and Section 5.1.1, (g) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, as provided in this Agreement, and (h) all other funds or amounts (other than On-Site Cash) received by the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited in the Company's Funds Account all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant to Section 5.21 and all amounts received by the Disbursement Agent or any of the Bank Agent, the Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor Agreement. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Company's Funds Account shall (i) shall, from time to time, (i) be transferred by the Disbursement Agent to the Collection Account and thereafter to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a), (ii) from time to time be applied by the Disbursement Agent to prepayment of the Obligations in accordance with Section 5.21, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment Investment income from Permitted Investments on amounts on deposit in the Company's Funds Account to shall be deposited at all times therein until applied to the payment of Project Costs or as otherwise described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Account.

Company's Funds Account. On or prior to the Closing Financing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account AgreementsAgreement. The Company's Funds Account shall be subject to the sole control of the Disbursement Agent. There shall be deposited into the Company's Funds Account (a) all cash amounts described in Section 3.1.25(e3.1.26(a)(ii), (b) the and (c) and certain amounts required pursuant to Sections 5.8.15.9.1 and 5.9.2. As more particularly provided in Section 5.1.1, 5.8.2 and 5.8.3 including such funds as may there shall be transferred from deposited into the Completion Guaranty Deposit Company's Funds Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement, (c) all certain amounts received by the Company prior to the Final Completion Date in respect of liquidated or other damages under the Project Documents Construction Management Agreement and the Company's insurance policiesContracts, amounts paid to the Company under the Direct Construction Guaranty and any Payment the Indirect Construction Guaranty and Performance Bond, (d) amounts required to be withdrawn from the Operating Account pursuant to Section 2.3.8, (e) the FF&E Reimbursement Advance, (f) all amounts required pursuant to Sections 2.5.1(b) and 5.1.1, (g) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, as provided in this Agreement, and (h) all other funds or amounts (other than On-Site Cash) received by the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited in the Company's Funds Account the amounts specified in Section 2.2.3(b) and all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant to Section 5.21 5.20 and all amounts received by the Disbursement Agent, the Intercreditor Agent or any of the Bank Agent, the Interim Mall Lender or the Mortgage Notes Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor Agreement. Subject to the provisions of Section 10.2 and the Company Collateral Account AgreementsAgreement, amounts on deposit in the Company's Funds Account shall (i) shall, from time to time, (a) be transferred by to the Disbursement Agent Collection Account and thereafter transferred to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a), 2.5.4(a) and/or (iib) from time to time be applied by the Disbursement Agent to prepayment of the Obligations in accordance with Section 5.215.20, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) and, on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.112.12. The Disbursement Agent shall cause investment Investment income from Permitted Investments on amounts on deposit in the Company's Funds Account to shall be deposited at all times therein until applied to the payment of Project Costs or as otherwise described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under application in accordance with Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Account2.12.

Company's Funds Account. On or prior to the Closing Date, there the Company’s Funds Account shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's ’s Funds Account (a) all cash amounts described in Section 3.1.25(e), (b) the amounts required pursuant to Sections 5.8.1, 5.8.2 5.5.1 and 5.8.3 including such funds as may be transferred from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement5.5.2, (cb) all amounts funds received by the Company relating to the Phase I Project prior to the Phase I Final Completion Date in respect (i) consisting of liquidated or other damages under the Project Documents and the Company's insurance policiesConstruction Agreements, amounts paid to the Company (ii) under the Construction Guaranty and Guaranty, (iii) under any Payment and Performance BondBond provided under Section 5.9, or (iv) consisting of any amounts related to construction of the Phase I Project or to any other Construction Agreement, (c) all funds received by the Company relating to the Phase II Project prior to the Phase II Final Completion Date (i) consisting of liquidated or other damages under the Construction Agreements, (ii) under any Construction Guaranty, (iii) under any Payment and Performance Bond or other risk mitigant provided under Section 5.9, or (iv) consisting of any amounts related to construction of the Phase II Project or to any other Construction Agreement, (d) amounts prior to the Phase I Substantial Completion Date, all Loss Proceeds in respect of the Phase I Project required to be withdrawn from deposited into the Operating Company’s Funds Account pursuant to Section 2.3.85.14, (e) prior to the FF&E Reimbursement AdvancePhase II Completion Date, all Loss Proceeds in respect of the Phase II Project required to be deposited into the Company’s Funds Account pursuant to Section 5.14, (f) all amounts required pursuant at the Company’s option, any additional equity contributions made to Sections 2.5.1(bthe Company prior to the Termination Date and (h) and 5.1.1if the Company so elects in accordance with the terms hereof, (g) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, as provided in this Agreement, and (h) all other funds or amounts (other than On-Site Cash) received by the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited in the Company's Funds Account all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant to Section 5.21 and all amounts received by the Disbursement Agent or any of the Bank Agent, the Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor Agreement. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Company's ’s Funds Account shall (i) from time to time, be transferred by the Disbursement Agent to the Disbursement Company’s Concentration Account for application to pay Project Costs in accordance with Section 2.4.4(a), (ii) from time the provisions of this Agreement or applied to time be applied by the Disbursement Agent to prepayment of prepay the Obligations in accordance with Section 5.21, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.115.14. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's ’s Funds Account to be deposited at all times therein until applied to the payment of Project Costs or as otherwise described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Accountprovided in this Agreement.

Company's Funds Account. On or prior to the Closing Date, there the Company's Funds Account shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all cash amounts described in Section 3.1.25(e), (b) the amounts required pursuant to Sections 5.8.1, 5.8.2 5.5.1 and 5.8.3 including such funds as may be transferred from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement5.5.2, (cb) all amounts funds received by the Company relating to the Phase I Project prior to the Phase I Final Completion Date in respect (i) consisting of liquidated or other damages under the Project Documents and the Company's insurance policiesConstruction Agreements, amounts paid to the Company (ii) under the Construction Guaranty and Guaranty, (iii) under any Payment and Performance Bond, or (iv) consisting of any amounts related to construction of the Phase I Project or to any other Construction Agreement, (c) all funds received by the Company relating to the Phase II Project prior to the Phase II Final Completion Date (i) consisting of liquidated or other damages under the Construction Agreements, (ii) under any Construction Guaranty, (iii) under any Payment and Performance Bond, or (iv) consisting of any amounts related to construction of the Phase II Project or to any other Construction Agreement, (d) amounts prior to the Phase I Substantial Completion Date, all Loss Proceeds in respect of the Phase I Project required to be withdrawn from deposited into the Operating Company's Funds Account pursuant to Section 2.3.85.14, (e) prior to the FF&E Reimbursement AdvancePhase II Completion Date, all Loss Proceeds in respect of the Phase II Project required to be deposited into the Company's Funds Account pursuant to Section 5.14, (f) all investment income from Permitted Investments on amounts required on deposit in the Disbursement Account pursuant to Sections 2.5.1(b) and 5.1.1the last sentence of Section 2.2.3, (g) at the Company's option, any additional equity contributions made to the Company prior to the Last Project Final Completion Date and (h) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, Account required to be transferred to the Company's Funds Account as provided in this Agreement. From and after the Phase II Approval Date, and (h) all other funds or amounts (other than On-Site Cash) received by may be transferred from the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited "Funding Accounts" as defined in the Company's Funds Account all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant Bank Credit Agreement) to Section 5.21 and all amounts received by the Disbursement Agent or any of the Bank Agent, the Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor AgreementSection 5.1.4. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Company's Funds Account shall (i) from time to time, be transferred by the Disbursement Agent to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a), (ii) from time the provisions of this Agreement or applied to time be applied by the Disbursement Agent to prepayment of prepay the Obligations in accordance with Section 5.21, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.115.14. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's Funds Account to be deposited at all times therein until applied to the payment of Project Costs or as otherwise described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Accountprovided in this Agreement.