Common use of Proceeds and Revenues Clause in Contracts

Proceeds and Revenues. (a) The Borrowers will use the proceeds of the Loans solely to finance a portion of the Development Costs. (b) The Borrowers shall deposit in the Loan Proceeds Account and, until utilized or disbursed in accordance with the Loan Documents, maintain on deposit in such account, all Cash and Cash equivalents other than (i) Cash and Cash equivalents held, pursuant to ordinary course operations, in payroll accounts of Persons providing the Borrowers payroll services, (ii) Cash and Cash equivalents on temporary deposit with, or held temporarily in escrow or trust by, other Persons pursuant to customary arrangements related to transactions otherwise permitted under the Loan Documents, (iii) Cash or Cash equivalents that in the ordinary course of business are not maintained on deposit in a bank or other deposit or investment account pending application toward working capital or other general corporate purposes of the Borrowers and (iv) Cash and Cash equivalents on deposit in an Account listed on Schedule 3.19(c) hereto for which a Control Agreement has been previously delivered to Administrative Agent (provided that, for the avoidance of doubt, proceeds of all Loans shall, until utilized or disbursed in accordance with the Loan Documents, be deposited into the Loan Proceeds Account). (c) On each Interest Payment Date, Administrative Agent shall cause amounts on deposit in the Interest Reserve Account to be disbursed to Lenders in accordance with Section 2.04(f) hereof. Borrower shall have no right to withdraw any amounts on deposit in the Interest Reserve Account without the prior written approval of Administrative Agent. (d) So long as no payment or bankruptcy Default or any Event of Default has occurred and is continuing, at all times during the term of the Loans, Borrowers shall be permitted, without the prior approval of Administrative Agent or Lenders, to withdraw from the Loan Proceeds Account amounts on deposit therein for the purpose of paying Development Costs. As more particularly described in the Loan Proceeds Account Control Agreement, upon the occurrence and during the continuance of a payment or bankruptcy Default or any Event of Default, Borrowers shall have no further right to withdraw amounts on deposit in the Loan Proceeds Account without the prior written consent of Administrative Agent. (e) So long as no Event of Default has occurred and is continuing, at all times during the term of the Loans, Borrowers shall be permitted, without the prior approval of Administrative Agent or Lenders, to withdraw from the Additional Accounts amounts on deposit therein for the purposes for which such accounts were established. As more particularly described in the applicable Control Agreement, upon the occurrence and during the continuance of an Event of Default, Borrowers shall have no further right to withdraw amounts on deposit in the Additional Accounts without the prior written consent of Administrative Agent.

Proceeds and Revenues. (a) The Borrowers will Borrower shall, and shall cause each other Loan Party to, use the proceeds of the Loans solely to finance a portion and request the issuance of Letters of Credit only for the Development Costspurposes specified in Section 3.13. (b) The Borrowers Borrower shall, and shall cause each of the other Loan Parties to, deposit in the Loan Proceeds an Investment Account and, until utilized or disbursed in accordance with expended for purposes permitted under the Loan Documents, maintain on deposit in such accountan Investment Account, all Cash, Cash Equivalents and Cash equivalents any other Investment Property (including all Pledged Revenues (as defined in the Security Agreement)) other than (i) On-Site Cash in an amount not to exceed $10,000,000 at any time, (ii) Cash and Cash equivalents Equivalents held, pursuant to ordinary course operations, in payroll accounts of Persons providing the Borrowers Loan Parties payroll services, (iiiii) Cash and Cash equivalents Equivalents on temporary deposit with, or held temporarily in escrow or trust by, other Persons pursuant to customary arrangements related to transactions otherwise permitted under the Loan Documents, (iiiiv) Cash or and Cash equivalents Equivalents that in the ordinary course of business are not maintained on deposit in a bank or other deposit or investment account pending application toward working capital or other general corporate purposes of the Borrowers Loan Parties, and (ivv) Cash and Cash equivalents Equivalents on deposit in an Account listed on Schedule 3.19(c) hereto for which a Control 401(k), pension and other similar benefit accounts established in the ordinary course of business. In addition, while the Disbursement Agreement has been previously delivered is in effect, the Borrower shall comply and shall cause the other Loan Parties to Administrative Agent (provided that, for the avoidance of doubt, proceeds of all Loans shall, until utilized or disbursed in accordance comply with the Loan Documents, be deposited into further obligations set forth in the Loan Proceeds Account)Disbursement Agreement. (c) On each Interest Payment DateEach such Investment Account (other than any Excluded Account (as defined in the Security Agreement)) shall be subject to the Collateral Account Control Agreement, a Deposit Account Control Agreement (as defined in the Security Agreement) or a Securities Account Control Agreement (as defined in the Security Agreement). Any Deposit Account Control Agreement or Securities Account Control Agreement, shall be in a form mutually agreed upon by the Borrower, the Administrative Agent and the Collateral Agent and the Borrower shall, if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a declination letter from the NIGC, in form and substance reasonably satisfactory to the Administrative Agent, prior to the execution of such Deposit Account Control Agreement or Securities Account Control Agreement. (d) Notwithstanding anything to the contrary set forth herein or in the other Loan Documents, the Borrower shall cause be permitted to transfer amounts on deposit in the Interest Reserve Tribal Restricted Junior Payments Account to the Tribe at any time, without restriction, and the Tribal Restricted Junior Payments Account shall be disbursed deemed to Lenders in accordance with Section 2.04(f) hereof. Borrower shall have no right to withdraw any amounts be an account of the Tribe and the funds on deposit in the Interest Reserve Account without the prior written approval of Administrative Agent. (d) So long as no payment or bankruptcy Default or any Event of Default has occurred and is continuingtherein, at all times during the term funds of the Loans, Borrowers Tribe (and shall not be permitted, without subject to the prior approval covenants or representations and warranties of Administrative Agent or Lenders, to withdraw from the Loan Proceeds Parties in this Agreement or the other Loan Documents), notwithstanding the fact that the Tribal Restricted Junior Payments Account amounts on deposit therein for the purpose of paying Development Costs. As more particularly described in the Loan Proceeds Account Control Agreement, upon the occurrence and during the continuance of a payment or bankruptcy Default or any Event of Default, Borrowers shall have no further right to withdraw amounts on deposit in the Loan Proceeds Account without the prior written consent of Administrative Agent. (e) So long as no Event of Default has occurred and is continuing, at all times during the term an account of the Loans, Borrowers shall be permitted, without the prior approval of Administrative Agent or Lenders, to withdraw from the Additional Accounts amounts on deposit therein for the purposes for which such accounts were established. As more particularly described in the applicable Control Agreement, upon the occurrence and during the continuance of an Event of Default, Borrowers shall have no further right to withdraw amounts on deposit in the Additional Accounts without the prior written consent of Administrative AgentBorrower.