Common use of Disbursement Account Clause in Contracts

Disbursement Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Disbursement Account pursuant to the Company Collateral Account Agreements. There shall be deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3, and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, in each case, pursuant to Section 2.4.4(a). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.11. The deposit of funds into the Disbursement Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. If any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn by the Disbursement Agent from the Disbursement Account and (A) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Disbursement Account to be deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accounts.

Disbursement Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Disbursement Account pursuant to the Company Collateral Account Agreements. There On each Advance Date, funds shall be withdrawn from the Collection Account and deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3, and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, in each case, pursuant to accordance with Section 2.4.4(a). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, shall be transferred by the Disbursement Agent to the Soft Costs Cash Management Sub-Account, the Hard Costs Cash Management Sub-Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.11. The deposit of funds into the Disbursement Account shall not create, vest in, or give the Company any greater rights to such fundsfunds than the rights, and if any, that the Company shall have no right had to draw, obtain the release or otherwise use such funds until (x) while they were on deposit in the requirements of Section 2.4 (except, prior to Collection Account. In the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. If event that any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the same day on which they were are deposited, such funds shall, on the Second next Banking Day after the day on which they were depositedDay, be withdrawn by the Disbursement Agent from the Disbursement Account and (A) in returned to the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Collection Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Disbursement Account to be transferred to and deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case Collection Account at the same time as the corresponding funds giving that gave rise to the such investment income are transferred to the respective accountssuch account.

Disbursement Account. On 9.1.1 The Borrower will open a disbursement account with the Agent at the latest at Financial Close, such account to be pledged by the Borrower in favour of the Lenders by entering into an account pledge agreement substantially in the form set out in Schedule 7 (Form of Account Pledge Agreement). ----------- 9.1.2 The Disbursement Account will be used to deposit (a) amounts which are disbursed under the Facility (Tranche E) (unless otherwise provided for in Clause 9.3.2 to 9.3.4), (b) amounts which are provided by the Shareholders as Shareholder Contributions up to Acceptance, (c) Start-Up Cash Flows to the extent they do not exceed the budgeted amount therefor as set out in the Base Case delivered pursuant to Schedule 2 ---------- (Conditions for the First Drawdown), paragraph 9, (d) material loss or damage insurance proceeds received prior to Acceptance which will be applied in making good the Closing Daterelated loss; and (e) delayed start-up or business interruption insurance proceeds and/or any delay liquidated damages under the EPC Contract received, there shall in either case, prior to Acceptance which will be established at Deutsche Bank Trust Company Americasapplied first in or towards any increased costs and expenses incurred by the Borrower as a result of the related delay. 9.1.3 Save as otherwise specifically provided herein, as the Securities Intermediary, Borrower is entitled to apply any moneys standing to the credit of the Disbursement Account pursuant to exclusively, and, in the Company Collateral Account Agreements. There shall be deposited case of a continuing Event of Default, only with the Agent's prior written consent, in or towards payment of all due and payable Project Costs. 9.1.4 Any amount remaining on the Disbursement Account (a) all funds from time after Acceptance, except for amounts to time advanced by be used for the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters payment of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3Post-Acceptance Costs, and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, in each case, pursuant to Section 2.4.4(a). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.11. The deposit Borrower to make a mandatory prepayment of funds into amounts outstanding under the Disbursement Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived Facility in accordance with the terms hereof. If any funds deposited following provisions: (a) Any such prepayment shall: (i) be applied first to Tranche D1, then to Tranche C, then to Tranche D2, then to Tranche B (in reduction of Sub-Tranche B1 and then Sub-Tranche B2 and then Sub-Tranche B3) and then to Tranche A; (ii) be applied pro-rata over the repayment instalments under each Tranche and Sub-Tranche; (iii) be effected on the Repayment Date immediately following Acceptance; and (iv) reduce each Lender's participation in the Advance outstanding under each Tranche and/or Sub-Tranche in proportion to such prepayment. (b) The Repayment Schedule shall be amended by the Agent pursuant to Clause 6.4 (Repayment Schedule). (c) The Borrower authorises the Agent (on behalf of the Lenders) to debit the Disbursement Account are, with any such amount for any reason, not withdrawn therefrom the purposes of making a mandatory prepayment pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn by the Disbursement Agent from the Disbursement Account and (A) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Disbursement Account to be deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accountsClause 9.1.4.

Disbursement Account. On or prior to the Closing Effective Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Disbursement Account pursuant to (and subject to the Company provisions of) the Bank Collateral Account AgreementsAgreement and the Phase II Mall Collateral Account Agreement. There Prior to the Initial Bank Advance Date, there shall be deposited in the Disbursement Account (a) all certain cash amounts as described in Section 3.2. On each Advance Date, funds shall be withdrawn from time to time the appropriate Accounts and deposited in the Disbursement Account in accordance with Section 2.4.3(a). There shall also be deposited on each Advance Date the proceeds of Project Cost Revolving Loans and Term Loans advanced by the Bank Lenders (and/or withdrawn from and the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3, and (b) all funds withdrawn which are advanced by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, Phase II Mall Lenders on such Advance Date in each case, pursuant to accordance with Section 2.4.4(a2.4.3(a). Subject to the provisions of Section 10.2 the Bank Collateral Account Agreement and the Company Phase II Mall Collateral Account AgreementsAgreement, as applicable, amounts on deposit in the Disbursement Account shallshall be transferred, from time to timeas applicable, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, appropriate Accounts and/or the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Lien Protection Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.112.10. The deposit of funds into the Disbursement Account shall not create, vest in, or give LCR or the Company Phase II Mall Borrowers any rights to such funds, and the Company (until application in accordance with Section 2.10) neither of them shall have no any right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the applicable conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, Article 3 have been satisfied or waived in accordance with the terms hereof. If In the event that any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before by the next Banking Day after day following the day on which they were depositedare deposited (except for funds to be subsequently applied pursuant to Sections 2.6.2 and 2.6.3 and, prior to the Initial Bank Advance Date, funds deposited pursuant to Section 3.2), such funds shall, on the Second Banking Day after the day on which they were depositednext day, be withdrawn by the Disbursement Agent from the Disbursement Account and (Ai) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, be deposited by the Disbursement Agent in the Bank Proceeds Account, (Bii) in the case of funds advanced by the Phase II Mall Lenders or withdrawn from the Phase II Mall Loan Proceeds Account, be deposited in the Phase II Mall Loan Proceeds Account, and (iii) in the case of funds withdrawn from the Company's Funds Phase II Hotel/Casino Equity Account, deposited by the Disbursement Agent in the Company's Funds Phase II Mall Equity Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Supplemental Hotel/Casino Cash Account, deposited by the Disbursement Agent in Supplemental Mall Cash Account or the Second Mortgage Notes Proceeds Free Cash Flow Sub-Account, returned to such Account. The Disbursement Agent shall cause investment income from Permitted Investments Any interest which may accrue on amounts on deposit deposited in the Disbursement Account shall (A) with respect to be deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Phase II Hotel/Casino Equity Account, the Supplemental Hotel/Casino Cash Account, the Free Cash Flow Sub-Account or the Bank Proceeds Account, be deposited in the Phase II Hotel/Casino Equity Account and (2B) with respect to funds advanced by the Company's Funds Account, to the extent arising from funds Phase II Mall Lenders or withdrawn from the Company's Funds Phase II Mall Equity Account, and (3) the Second Mortgage Notes Phase II Mall Loan Proceeds Account or the Supplemental Mall Cash Account, to be deposited in the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Phase II Mall Equity Account; , in each case at the same time until applied as the corresponding funds giving rise to the investment income are transferred to the respective accountsherein provided.

Disbursement Account. On or prior to the Closing Date, there the Disbursement Account shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Disbursement Account pursuant to the Company Collateral Account Agreements. There shall be deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders under the Bank Credit Facility pursuant to Section 2.5(a) of the Bank Credit Agreement, (and/or b) all funds transferred from the Bank Proceeds Account (other than amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3), and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage 2014 Notes Proceeds AccountAccount pursuant to the provisions of this Agreement, in each case, and (c) all funds transferred from the Completion Guaranty Deposit Account or Project Liquidity Reserve Account pursuant to Section 2.4.4(a)5.5.3. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Bank Proceeds Account, the Interest Payment Account, the Bank 2014 Notes Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs Costs, in each case, in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.112.5. The deposit of funds into the Disbursement Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) 2.3 have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may beapplicable, have been satisfied or waived in accordance with the terms hereof. If any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn transferred by the Disbursement Agent from the Disbursement Account and (A) in the case of funds advanced by the Bank Lenders or withdrawn transferred from the Bank Proceeds Account, deposited by the Disbursement Agent in to the Bank Proceeds Account, (B) in the case of funds withdrawn transferred from the Company's Funds Account, deposited by the Disbursement Agent in to the Company's Funds Account, and (C) in the case of funds withdrawn transferred from the Second Mortgage 2014 Notes Proceeds Account, deposited by to the Disbursement Agent in the Second Mortgage 2014 Notes Proceeds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Disbursement Account to be deposited in transferred to (1) the Bank Proceeds Account, to the extent arising from attributable to funds advanced by the Bank Lenders or withdrawn transferred from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from attributable to funds withdrawn transferred from the Company's Funds Account, and (3) the Second Mortgage 2014 Notes Proceeds Account, to the extent arising from attributable to funds withdrawn transferred from the Second Mortgage 2014 Notes Proceeds Account; , in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accounts.

Disbursement Account. On or prior to (a) To the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as extent that proceeds received from the Securities Intermediary, disposition and release of Collateral from the Disbursement Account Security Interest pursuant to Section 12.5(b)(ii) are not to be used to develop Collateral within 30 days of the Company Collateral Account Agreements. There receipt thereof, such proceeds shall be deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3, and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, in each case, pursuant to Section 2.4.4(a). Subject to which the provisions of Section 10.2 Trustee shall establish and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs maintain in accordance with Section 2.6the terms and provisions of this Indenture. On the Final Completion Date, funds remaining The proceeds deposited in the Disbursement Account shall be applied invested by the Disbursement Agent as Trustee in Permitted Obligations. If no written instructions are provided to the Trustee concerning investment of the funds in Section 2.11. the Deposit Account, then the Trustee is authorized to invest such funds in the Trustee's cash management Federated Funds. (b) The deposit of funds into Trustee shall release from the Disbursement Account shall not createsuch proceeds or a portion thereof, vest inas applicable, or give upon the delivery by the Company any rights to such funds, and the Trustee of the following: (i) a notice from the Company shall have no right to draw, obtain requesting the release of such proceeds or otherwise use a portion thereof, as applicable, (A) stating the amount of such funds until proceeds to be released, (xB) stating that such proceeds will be used to develop the Collateral within the next 30 days, (C) stating that all prior releases of proceeds from the Disbursement Account have been used to develop the Collateral and (D) certifying that release of such proceeds complies with the terms and conditions of this Indenture with respect thereto. (ii) an Officers' Certificate of the Company stating that (A) there is no Default or Event of Default in effect or continuing on the date thereof, (B) the requirements release of Section 2.4 such proceeds will not result in a Default or Event of Default under this Indenture and (exceptC) all conditions precedent in this Indenture relating to the release of the proceeds in question have been complied with; and (iii) all documentation required by the TIA, if any, prior to the initial Advance release of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. If any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn proceeds by the Disbursement Agent from the Disbursement Account and (A) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Disbursement Account to be deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accountsTrustee.

Disbursement Account. On or prior The Borrower shall provide notice to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, Lender of each requested withdrawal from the Disbursement Account pursuant to Section 10.4(g). Prior to the Company Collateral earlier of (a) the occurrence and continuation of an Event of Default and (b) the establishment of a reconstituted Disbursement Account Agreements. There pursuant to Section 10.36(b), the Borrower may make withdrawals from the Disbursement Account, and after the establishment of a reconstituted Disbursement Account pursuant to Section 10.36(b) (but not upon the occurrence and continuation of an Event of Default) the Borrower may request that the Lender make withdrawals from the Disbursement Account, in any case no more frequently than bi-weekly; provided, in each case that withdrawals made for any one-month period shall not in the aggregate exceed 103% of the operating budget for such period set forth in the Budget without the prior written consent of the Lender; and provided, further, in each case, that notwithstanding anything to the contrary in this Agreement, in the event that the Borrower shall make or request withdrawals in the aggregate exceeding 100% of the budgeted amount for any such one-month period, the amount available for withdrawal during the immediately succeeding one-month period shall be automatically and without further action reduced by the amount of such excess. Notwithstanding the foregoing, any payment made or requested to be made by the Borrower to the Lender in connection with the Obligations or any transfer or withdrawal made or requested to be made by the Borrower of interest, dividends or other income generated by the funds and other assets deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3which interest, dividends, and (b) all funds withdrawn by other income shall only be transferred into a separate account of the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds AccountBorrower), in each case, pursuant to Section 2.4.4(a). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit whether or not reflected in the Disbursement Account shallBudget, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.11. The deposit of funds into the Disbursement Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. If any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn by the Disbursement Agent a permitted withdrawal from the Disbursement Account and (A) in shall not require the case consent of funds advanced by the Bank Lenders Lender. If the Borrower requests that Lender make or withdrawn permit a withdrawal from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in such request complies with the case of funds withdrawn provisions herein relating to withdrawals from the Second Mortgage Notes Proceeds Disbursement Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Account. The Disbursement Agent Lender shall cause investment income instruct Bank to transfer such requested amount from Permitted Investments on amounts on deposit in the Disbursement Account to be deposited a bank account of the Borrower designated in (1) the Bank Proceeds Account, to the extent arising from funds advanced writing by the Bank Lenders or withdrawn from Borrower that is subject to an account control agreement in favor of the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accountsLender.