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Preview Full Doc	2001	Collection and Deposit Account Agreement Collection and Deposit Account Agreement (70K) Doc #268256: Click preview link for longer preview. COLLECTION AND DEPOSIT ACCOUNT AGREEMENT THIS COLLECTION AND DEPOSIT ACCOUNT AGREEMENT (this "AGREEMENT") dated as of July 30, 2001, among LASALLE BANK NATIONAL ASSOCIATION having an address at 135 LaSalle Street, Suite 1225, Chicago, Illinois 60603, in its capacity as collection bank (the "COLLECTION BANK"), LASALLE BANK NATIONAL ASSOCIATION, having an address at 135 LaSalle Street, Suite 1625, Chicago, Illinois 60603, in its capacity as depository (the "DEPOSITORY"), LAKESHORE MARKETPLACE, LLC, a Delaware limited liability company, having an address at 77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with its successors and assigns, "LENDER"). W I T N E S S E T H: A. Lender has agreed to make a loan in the amount of $15,993,000 (the "LOAN") to Borrower evidenced by a Promissory Note, dated as of the date hereof (as amended, modified or restated and any replacements therefor, the "NOTE"), from Borrower to Lender, and secured, INTER ALIA, by a Mortgage, dated as of the date hereof (as amended, modified, restated, spread or consolidated, the "INSTRUMENT"; together with the Note, this Agreement and all other documents and agreements evidencing and/or securing the Loan, collectively, the "LOAN DOCUMENTS"), on certain real property known as Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY"); B. Borrower and Horizon Group Properties, L.P., a Delaware limited partnership (the "MANAGER") are parties to a management agreement pursuant to which the Manager has agreed to act as manager with respect to the Property; C. The Instrument provides that all Rents (as hereinafter defined) shall be sent directly to one or more financial institutions acceptable to Lender for deposit into an account designated and established by Lender or its designee; and D. Lender and Borrower desire to retain the Collection Bank and Depository to provide the services described herein. NOW THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINED TERMS. Certain capitalized terms used herein are defined in Section 16. 2. DEPOSIT OF RENTS; DUTIES OF THE COLLECTION BANK. 58 {Page} (a) From and after the date hereof, Borrower will (a) cause all tenants under Leases now or hereafter affecting all or a portion of the Property to deliver all Rents directly to the Collection Bank at the following address: Lakeshore Marketplace, LLC, 135 S. LaSalle St., Dept. 6285, Chicago, IL 60674-6285 (the "Lockbox"), whereupon the Collection Bank shall promptly deposit such rents into the Collection Account (hereinafter defined), and (b) cause any and all other Rents received by Borrower, its affiliates, partners or members, the Manager or any other party on Borrower's behalf to be deposited into the Collection Account within two (2) Business Days after receipt thereof by or on behalf of Borrower. On the date hereof, Borrower shall deliver to each tenant under an existing Lease an irrevocable direction in the form of EXHIBIT A attached hereto and made a part hereof (each, a "TENANT NOTICE") to deliver all Rent payable under such tenant's Lease, when due, directly to the Lockbox. In addition, Borrower shall deliver a Tenant Notice to each tenant under any Lease entered into after the date hereof promptly after execution of such Lease. (b) The Collection Bank shall receive and process any deposits properly presented by Borrower, its partners, members or any of their respective agents pursuant to Section 6 in accordance with the terms of this Agreement. The Collection Bank shall also receive and process all Rents sent directly to the Lockbox by tenants at the Property in accordance with the terms of the Wholesale Lockbox Mail Service Agreement between Borrower and Collection Bank. The Rents and other deposits described in this Section 2(b) are collectively referred to herein as the "RECEIPTS." The Collection Bank shall establish and maintain a Collection Account for the Property in the name of Borrower, with Lender, as secured party, as account number 5800254475 (the "COLLECTION ACCOUNT"), into which the Collection Bank shall deposit all Receipts received by it with respect to the Property. (c) Items deposited with, or funds transfers received (for credit to the Collection Account) by, the Collection Bank which are returned for insufficient or uncollected funds will be re-deposited the first time. Items or funds transfers returned unpaid the second time for whatever reason shall be debited to the Collection Account under advice and returned to Borrower. Borrower shall be liable to the Collection Bank for the amount of any exchange or collection charges incurred by the Collection Bank. Fees for returned items (or funds transfers) will be charged directly to the Collection Account. If there are insufficient funds in the Collection Account to fully reimburse Collection Bank for the amount of any returned item (or funds transfer) and any related fees and expenses, then Borrower and Lender agree to fully reimburse Collection Bank on demand to the extent either receives the proceeds of such item or funds transfer. The Collection Bank shall send a monthly statement to Lender, which shall specify the amounts deposited into the Collection Account with respect to the Property for the previous month. (d) The Collection Account shall be an Eligible Account entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital Financial Products, Inc., together with its successors and assigns, as Secured Party", or entitled in such other fashion as Lender shall determine. The Collection Bank shall deposit into the Collection Account the Rents for the Property and all other amounts transferred to the Collection Bank, pursuant to this Agreement or otherwise. The Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Lender's Servicer designated by Lender to the Collection Bank 268256	HGPI Horizon Group Properties, Inc. ( Real Estate ) As referenced in this Collection and Deposit Account Agreement: HORIZON GROUP PROPERTIES, INC – ___________________________ 75 {Page} MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF: HORIZON GROUP PROPERTIES, L.P., a Delaware limited partnership By: HORIZON GROUP PROPERTIES, INC ., a Maryland corporation, its general partner By:__________________________ Name:_______________________ Title:________________________ 76 {Page} EXHIBIT A FORM OF TENANT NOTICE [Letterhead of _____________ dt 176106 ; Horizon Group Horizon Group Properties, LP ( Real Estate ) As referenced in this Collection and Deposit Account Agreement: Horizon Group Properties, L.P. – the Loan, collectively, the "LOAN DOCUMENTS"), on certain real property known as Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY"); B. Borrower and Horizon Group Properties, L.P. , a Delaware limited partnership (the "MANAGER") are parties to a management agreement pursuant to which the Manager has agreed to act as _____________ HORIZON GROUP PROPERTIES, L.P. – PRODUCTS, INC. a Delaware corporation By: _______________________________ Name:__________________________ Title:___________________________ 75 {Page} MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF: HORIZON GROUP PROPERTIES, L.P. , a Delaware limited partnership By: HORIZON GROUP PROPERTIES, INC., a Maryland corporation, its general partner By:__________________________ Name:_______________________ Title:________________________ 76 { _____________ dt 177346 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Collection and Deposit Account Agreement: McGraw-Hill Companies, Inc – maturity at par of such underlying investment. (e) "RATING AGENCY" shall mean any of Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc ., Moody's Investors Service, Inc., Fitch, Inc., any successors thereto, or any other nationally-recognized statistical rating organization designated by Lender in _____________ dt 311755 ;	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Collection and Deposit Account Agreement: Federal National Mortgage Association – or guaranteed as to timely payment of principal and interest by, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, the Federal National Mortgage Association or the Federal Farm Credit System, provided that any such obligation, at the time of purchase or contractual commitment providing for the _____________ dt 161935 ; Greenwich Greenwich Capital Financial Products, Inc. ( Financial ) As referenced in this Collection and Deposit Account Agreement: GREENWICH CAPITAL FINANCIAL PRODUCTS, – LAKESHORE MARKETPLACE, LLC, a Delaware limited liability company, having an address at 77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with its successors and assigns, "LENDER"). W _____________ Greenwich Capital Financial Products, – the Property for the previous month. (d) The Collection Account shall be an Eligible Account entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital Financial Products, Inc., together with its successors and assigns, as Secured Party", or entitled in such other fashion as Lender shall determine. The Collection _____________ Greenwich Capital Financial Products, – the Collection Bank) from the Collection Account. The Deposit Account shall be an Eligible Account entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital Financial Products, Inc., together with its successors and assigns, as Secured Party", or entitled in such other fashion as Lender shall determine. The Depository _____________ GREENWICH CAPITAL FINANCIAL PRODUCTS, – Delaware limited liability company By: LAKESHORE MARKETPLACE FINANCE COMPANY, INC., a Delaware corporation, its Managing Member By: ____________________________ Name:_______________________ Title:________________________ LENDER: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. a Delaware corporation By: _______________________________ Name:__________________________ Title:___________________________ 75 {Page} MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF: _____________ Greenwich Capital Financial Products, – accordance with the foregoing instructions will be credited against sums due to Landlord by Tenant. Until otherwise advised in writing by Landlord and Greenwich Capital Financial Products, Inc., the mortgagee of the Project (or its successors or assigns), you should continue to make your payments for rent and other _____________ dt 158382
Preview Full Doc	2000	Account Agreement Account Agreement (16K) Doc #391737: Click preview link for longer preview. ACCOUNT AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee (in such capacity, together with its successors and assigns, the "Trustee") for itself and for the benefit of the Holders (as defined herein), pursuant to the Indenture (as defined herein), and NORWEST BANK MINNESOTA, N.A., a national association ("Norwest"), as securities intermediary (Norwest, in such capacity, together with its successors and assigns, the "Securities Intermediary"), upon the following terms and conditions: RECITALS A. Owner and the Trustee are parties to that certain Pledge and Assignment Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Pledge Agreement"), which has been acknowledged by the Securities Intermediary. B. Owner desires that the Securities Intermediary hold certain financial assets and perform certain services with respect to such financial assets. C. The Securities Intermediary is willing to hold such assets and to perform such services, subject to the terms and conditions of this Agreement and the Pledge Agreement. NOW, THEREFORE, for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to them in the Pledge Agreement. Terms used but not otherwise defined herein that are defined in the Uniform Commercial Code (as defined in the Pledge Agreement) shall have the meanings given in the Uniform Commercial Code. 2. Establishment of Securities Accounts. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 13645-100, in the name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Construction Disbursement Account (the "Construction Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion Reserve Account", together with the Construction Disbursement Account, the "Construction Accounts", together with the Clearing Account, the "Securities {PAGE} Accounts"), subject to the terms and conditions of this Agreement, the Cash Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming Management, Inc., Norwest, as disbursement agent (Norwest, in such capacity, together with its successors and assigns, the "Disbursement Agent"), First American Heritage Title Company, as the construction escrow agent, and RE TECH+, Inc., as the independent construction consultant (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Disbursement Agreement"), and the Pledge Agreement. The Securities Intermediary agrees (i) to maintain the Securities Accounts at its office at Midwest Plaza West Tower, 801 Nicollet Mall, Suite 700, Minneapolis, MN 55479-0065, (ii) not to change the name or account number of the Securities Accounts without the prior written consent of the Trustee and (iii) to close the Securities Accounts upon the occurrence of the Final Accounts Disbursement pursuant to the Disbursement Agreement. (b) The Securities Accounts are accounts in which financial assets are or may be credited and the Securities Intermediary shall hold such financial assets in accordance with this Agreement and the Pledge Agreement. The term "hold" shall include the deposit of any part of or all of the financial assets with the Depositary Trust Company, the Federal Reserve Book Entry System or any other centralized securities depositary system or financial intermediary, whether presently or hereafter organized. (c) Title to the financial assets held in the Securities Accounts shall be registered in the name of the Securities Intermediary who shall credit on its 391737	Windsor Woodmont Windsor Woodmont Black Hawk Resort Corp. ( Casinos & Gaming ) As referenced in this Account Agreement: WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee (in such capacity, together with its successors and assigns, the "Trustee") for itself and for the benefit _____________ Windsor Woodmont Black Hawk Resort Corp. – in the Uniform Commercial Code. 2. Establishment of Securities Accounts. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 13645-100, in the name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Construction Disbursement Account (the "Construction Disbursement Account"), Account No. 13645- _____________ Windsor Woodmont Black Hawk Resort Corp. – that it has established Account No. 13645-100, in the name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Construction Disbursement Account (the "Construction Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion Reserve _____________ Windsor Woodmont Black Hawk Resort Corp. – Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Construction Disbursement Account (the "Construction Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion Reserve Account", together with the Construction Disbursement Account, the "Construction Accounts", together with the Clearing Account, the "Securities {PAGE} Accounts"), subject to the _____________ WINDSOR WOODMONT BLACK HAWK RESORT, CORP. – Remainder of page intentionally left blank; signatures on following page] - 5 - {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. OWNER: WINDSOR WOODMONT BLACK HAWK RESORT, CORP. , a Colorado corporation By: -------------------------------- Name: -------------------------------- Title: -------------------------------- TRUSTEE: SUNTRUST BANK, a Georgia banking corporation By: -------------------------------- Name: -------------------------------- Title: -------------------------------- SECURITIES INTERMEDIARY: NORWEST BANK MINNESOTA, N.A., a national association By: -------------------------------- Name: -------------------------------- Title: -------------------------------- {/ _____________ dt 1364691
Preview Full Doc	2000	Interim Interest Reserve Account Agreement Interim Interest Reserve Account Agreement (15K) Doc #391738: Click preview link for longer preview. INTERIM INTEREST RESERVE ACCOUNT AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee (in such capacity, together with its successors and assigns, the "Trustee") for itself and for the benefit of the Holders (as defined herein), pursuant to the Indenture (as defined herein), and NORWEST BANK MINNESOTA, N.A., a national association ("Norwest"), as securities intermediary (in such capacity, together with its successors and assigns, the "Securities Intermediary"), upon the following terms and conditions: RECITALS A. Owner and the Trustee are parties to that certain Pledge and Assignment Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Pledge Agreement"), which has been acknowledged by the Securities Intermediary. B. Owner desires that the Securities Intermediary hold certain financial assets and perform certain services with respect to such financial assets. C. The Securities Intermediary is willing to hold such assets and to perform such services, subject to the terms and conditions of this Agreement and the Pledge Agreement. NOW, THEREFORE, for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to them in the Pledge Agreement. Terms used but not otherwise defined herein that are defined in the Uniform Commercial Code (as defined in the Pledge Agreement) shall have the meanings given in the Uniform Commercial Code. 2. Establishment of Securities Account. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 13645-101, in the name of Windsor Woodmont Black Hawk Resort Corp. Interest Reserve Account ("Securities Account"), subject to the terms and conditions of this Agreement, the Cash Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming Management, Inc., Norwest, as disbursement agent, First American Heritage Title Company, as the construction escrow agent, and RE TECH+, Inc., as the independent construction consultant (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Disbursement Agreement"), and the Pledge Agreement. The Securities Intermediary agrees (i) to {PAGE} maintain the Securities Account at its office at Midwest Plaza West Tower, 801 Nicollet Mall, Suite 700, Minneapolis, MN 55479-0065, (ii) not to change the name or account number of the Securities Account without the prior written consent of the Trustee and (iii) to close the Securities Account after the free delivery of the financial assets to SunTrust Bank, acting as a securities intermediary (SunTrust, in such capacity, together with its successors and assigns, the "Interest Securities Intermediary"), as directed by the Trustee pursuant to the Disbursement Agreement. (b) The Securities Account is an account in which financial assets are or may be credited and the Securities Intermediary shall hold such financial assets in accordance with this Agreement and the Pledge Agreement. The term "hold" shall include the deposit of any part of or all of the financial assets with the Depositary Trust Company, the Federal Reserve Book Entry System or any other centralized securities depositary system or financial intermediary, whether presently or hereafter organized. (c) Title to the financial assets held in the Securities Account shall be registered in the name of the Securities Intermediary who shall credit on its books and records such financial assets as being held for the account of the Trustee and for the benefit of the Trustee (subject to the subordinated interest of Hyatt Gaming as set forth in the Hyatt Gaming Pledge and Assignment Agreement of even date herewith by the Owner in favor of Hyatt Gaming (as amended, 391738	Windsor Woodmont Windsor Woodmont Black Hawk Resort Corp. ( Casinos & Gaming ) As referenced in this Interim Interest Reserve Account Agreement: WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee (in such capacity, together with its successors and assigns, the "Trustee") for itself and for the benefit _____________ Windsor Woodmont Black Hawk Resort Corp. – in the Uniform Commercial Code. 2. Establishment of Securities Account. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 13645-101, in the name of Windsor Woodmont Black Hawk Resort Corp. Interest Reserve Account ("Securities Account"), subject to the terms and conditions of this Agreement, the Cash Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming Management, Inc., _____________ WINDSOR WOODMONT BLACK HAWK RESORT, CORP. – Remainder of page intentionally left blank; signatures on following page] - 5 - {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. OWNER: WINDSOR WOODMONT BLACK HAWK RESORT, CORP. , a Colorado corporation By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- TRUSTEE: SUNTRUST BANK, a Georgia banking corporation By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- SECURITIES INTERMEDIARY: NORWEST BANK MINNESOTA, N.A., a national association By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- {/ _____________ dt 1364692
Preview Full Doc	2000	Interest Reserve Account Agreement Interest Reserve Account Agreement (15K) Doc #391739: Click preview link for longer preview. INTEREST RESERVE ACCOUNT AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation ("SunTrust"), as trustee (SunTrust, in such capacity, together with its successors and assigns, the "Trustee") for itself and for the benefit of the Holders (as defined herein), pursuant to the Indenture (as defined herein), and as securities intermediary (SunTrust, in such capacity, together with its successors and assigns, the "Securities Intermediary"), upon the following terms and conditions: RECITALS A. Owner and the Trustee are parties to that certain Pledge and Assignment Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Pledge Agreement"), which has been acknowledged by the Securities Intermediary. B. Owner desires that the Securities Intermediary hold certain financial assets and perform certain services with respect to such financial assets. C. The Securities Intermediary is willing to hold such assets and to perform such services, subject to the terms and conditions of this Agreement and the Pledge Agreement. NOW, THEREFORE, for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to them in the Pledge Agreement. Terms used but not otherwise defined herein that are defined in the Uniform Commercial Code (as defined in the Pledge Agreement) shall have the meanings given in the Uniform Commercial Code. 2. Establishment of Securities Account. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 6797500, in the name of Windsor Woodmont Black Hawk Resort Corp. Capitalized Interest Fund ("Securities Account"), subject to the terms and conditions of this Agreement, the Cash Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming Management, Inc., Norwest Bank Minnesota, N.A., as disbursement agent, First American Heritage Title Company, as the construction escrow agent, and RE TECH+, Inc., as the independent construction consultant (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Disbursement Agreement"), and the Pledge Agreement. The Securities Intermediary agrees (i) to maintain the Securities Account at its office at 225 East {PAGE} Robinson Street, Suite 250, Orlando, Florida 32801, (ii) not to change the name or account number of the Securities Account without the prior written consent of the Trustee and (iii) to close the Securities Account upon the occurrence of the Final Accounts Disbursement pursuant to the Disbursement Agreement. (b) The Securities Account is an account in which financial assets are or may be credited and the Securities Intermediary shall hold such financial assets in accordance with this Agreement and the Pledge Agreement. The term "hold" shall include the deposit of any part of or all of the financial assets with the Depositary Trust Company, the Federal Reserve Book Entry System or any other centralized securities depositary system or financial intermediary, whether presently or hereafter organized. (c) Title to the financial assets held in the Securities Account shall be registered in the name of the Securities Intermediary who shall credit on its books and records such financial assets as being held for the account of the Trustee and for the benefit of the Trustee (subject to the subordinated interest of Hyatt Gaming as set forth in the Hyatt Gaming Pledge and Assignment Agreement of even date herewith by the Owner in favor of Hyatt Gaming (as amended, restated, supplemented or otherwise modified from time to the, the "Hyatt Gaming Pledge Agreement")) in accordance with the provisions set forth in the Pledge Agreement and the Securities Intermediary agrees that in no event shall any 391739	Windsor Woodmont Windsor Woodmont Black Hawk Resort Corp. ( Casinos & Gaming ) As referenced in this Interest Reserve Account Agreement: WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT ----------------- THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation ("SunTrust"), as trustee (SunTrust, in such capacity, together with its successors and assigns, the "Trustee") for itself and for _____________ Windsor Woodmont Black Hawk Resort Corp. – given in the Uniform Commercial Code. 2. Establishment of Securities Account. (a) The Securities Intermediary hereby confirms and agrees that it has established Account No. 6797500, in the name of Windsor Woodmont Black Hawk Resort Corp. Capitalized Interest Fund ("Securities Account"), subject to the terms and conditions of this Agreement, the Cash Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming Management, Inc., _____________ WINDSOR WOODMONT BLACK HAWK RESORT, CORP. – Remainder of page intentionally left blank; signatures on following page] - 4 - {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. OWNER: WINDSOR WOODMONT BLACK HAWK RESORT, CORP. , a Colorado corporation By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- TRUSTEE: SUNTRUST BANK, a Georgia banking corporation By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- SECURITIES INTERMEDIARY: SUNTRUST BANK, a Georgia banking corporation By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1364693
Preview Full Doc	2003	Deposit Account Agreement Deposit Account Agreement (57K) Doc #1091541: Click preview link for longer preview. DEPOSIT ACCOUNT AGREEMENT Dated: As of December 6, 2002 among KOGER POST OAK LIMITED PARTNERSHIP, as Borrower and COLUMN FINANCIAL, INC., as Lender <PAGE> <TABLE> <CAPTION> TABLE OF CONTENTS . . . 1091541	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Deposit Account Agreement: Federal National Mortgage Association – United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (iii) (A) must have a predetermined _____________ dt 1438566 ; Column Financial Column Financial, Inc. ( Financial ) As referenced in this Deposit Account Agreement: COLUMN FINANCIAL, I – KOGER EXHIBIT 10-J EXHIBIT 10(j) DEPOSIT ACCOUNT AGREEMENT Dated: As of December 6, 2002 among KOGER POST OAK LIMITED PARTNERSHIP, as Borrower and COLUMN FINANCIAL, I NC., as Lender TABLE OF CONTENTS Page I. DEFINITIONS.................................................................................................2 SECTION 1.1 GENERAL. AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING DEFINITIONS:......... _____________ COLUMN FINANCIAL, I – ii- DEPOSIT ACCOUNT AGREEMENT ------------------------- DEPOSIT ACCOUNT AGREEMENT (this "Agreement"), dated as of December 6, 2002, by and among KOGER POST OAK LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower") and COLUMN FINANCIAL, I NC., a Delaware corporation ("Lender"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to a certain Loan Agreement (the "Loan Agreement") dated the date hereof between _____________ Column Financial, I – in Section 2.1(g). "Extraordinary Expenses": as defined in the Loan Agreement. "Insurance Premiums": as defined in the Loan Agreement. "Interest Period": as defined in the Loan Agreement. "Lender": Column Financial, I nc., together with its successors and assigns. "Loan": as defined in the Loan Agreement. -3- "Loan Agreement": as defined in the Recitals hereto. "Loan Documents": as defined in the _____________ Column Financial, I – the date of sending by telefax or delivery by hand or the next day if sent by an overnight commercial courier addressed to the parties as follows: If to Lender: Column Financial, I nc. One Madison Avenue New York, New York 10010 Attention: Edmund Taylor Facsimile No. (212) 325-8106 with a copy to: Column Financial, Inc. 11 Madison Avenue New York, New _____________ Column Financial, I – the parties as follows: If to Lender: Column Financial, Inc. One Madison Avenue New York, New York 10010 Attention: Edmund Taylor Facsimile No. (212) 325-8106 with a copy to: Column Financial, I nc. 11 Madison Avenue New York, New York 10010 Legal and Compliance Department Attention: Pamela McCormack, Esq. Facsimile No. (212) 325-6736 with a copy to: Cadwalader, Wickersham & Taft 100 _____________ dt 1866152 ;	Cadwalader Cadwalader, Wickersham & Taft ( Legal ) As referenced in this Deposit Account Agreement: Cadwalader, – copy to: Column Financial, Inc. 11 Madison Avenue New York, New York 10010 Legal and Compliance Department Attention: Pamela McCormack, Esq. Facsimile No. (212) 325-6736 with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, Esq. Facsimile No. (212) 504-6666 If to Borrower: Koger Post Oak Limited Partnership 433 _____________ dt 1417080
Preview Full Doc	2005	Trust Account Agreement Trust Account Agreement (27K) Doc #1321564: Click preview link for longer preview. [FORM OF TRUST ACCOUNT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE BANK OF NEW YORK AND THE REGISTRANT] TRUST ACCOUNT AGREEMENT This TRUST ACCOUNT AGREEMENT (the ï¿½Agreementï¿½) is made as of June , 2005 by and between TAC ACQUISITION CORP., a Delaware corporation (the ï¿½Companyï¿½) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the ï¿½Account Agentï¿½). RECITALS: WHEREAS, the Companyï¿½s Registration Statement on Form S-1, No. 333-123382 (ï¿½Registration Statementï¿½), for its initial public offering . . . 1321564	TAC Acquisition TAC Acquisition Corp. ; BNY Bank of New York ( Money Center Banks ) As referenced in this Trust Account Agreement: BANK OF NEW YORK – Exhibit 10.5 EX-10.5 7 dex105.htm EXHIBIT 10.5 Exhibit 10.5 [FORM OF TRUST ACCOUNT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE BANK OF NEW YORK AND THE REGISTRANT] TRUST ACCOUNT AGREEMENT This TRUST ACCOUNT AGREEMENT (the Agreement) is made as of June , 2005 by and between TAC ACQUISITION CORP., a Delaware corporation (the Company) and _____________ BANK OF NEW YORK, – THE REGISTRANT] TRUST ACCOUNT AGREEMENT This TRUST ACCOUNT AGREEMENT (the Agreement) is made as of June , 2005 by and between TAC ACQUISITION CORP., a Delaware corporation (the Company) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the Account Agent). RECITALS: WHEREAS, the Companys Registration Statement on Form S-1, No. 333-123382 (Registration Statement), for its initial _____________ Bank of New York. – to so act upon the terms and conditions set forth herein. The Account Agent is hereby instructed to establish a segregated trust account (Account Number ) (the Trust Account) at The Bank of New York. The Company shall cause the Account Property to be delivered to the Account Agent in connection with the closing of the IPO, and the Account Agent is hereby instructed _____________ Bank of New York – be sent by overnight delivery or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission: if to the Account Agent, to: The Bank of New York 101 Barclay Street, Floor 8 W New York, New York 10286 Attention: Corporate Trust Administration Asset-backed Securities Unit if to the Company, to: TAC Acquisition Corp. 8 Sound _____________ Bank of New York – this Agreement and to perform its respective obligations as contemplated hereunder. (h) No printed or other material in any language, including prospectuses, notices, reports, and promotional material that mentions The Bank of New York by name shall be issued by any of the other parties hereto, or on such partys behalf, without the prior written consent of The Bank of New York, which consent _____________ dt 1587345 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Trust Account Agreement: Sutherland Asbill – in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. For purposes of this Agreement, Authorized Counsel shall mean, at any date, Sutherland Asbill & Brennan LLP and Steven B. Boehm, Cynthia M. Krus and Christopher M. Zochowski and any firm with which the foregoing persons are associated as of such date. Section _____________ dt 1529097
Preview Full Doc	2005	Master Trust Account Agreement Master Trust Account Agreement (119K) Doc #1705484: Click preview link for longer preview. MASTER TRUST ACCOUNT AGREEMENT among UNION ACCEPTANCE CORPORATION, individually and as Predecessor Servicer, UAC SECURITIZATION CORPORATION, as Seller, PERFORMANCE SECURITIZATION CORPORATION, as Seller, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF UNION ACCEPTANCE CORPORATION, as . . . 1705484	White River Capital White River Capital Inc ; BNY Bank of New York ( Money Center Banks ) As referenced in this Master Trust Account Agreement: BANK OF NEW YORK, – PERFORMANCE SECURITIZATION CORPORATION, as Seller, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF UNION ACCEPTANCE CORPORATION, as Creditor Representative MBIA INSURANCE CORPORATION, BNY MIDWEST TRUST COMPANY, as Trustee and Indenture Trustee, THE BANK OF NEW YORK, as Indenture Trustee SYSTEMS & SERVICES TECHNOLOGIES, INC., as Successor Servicer, JPMORGAN CHASE BANK, as Master Trust Paying Agent and WILMINGTON TRUST COMPANY, as Master Trustee Dated as of _____________ BANK OF NEW YORK, – described below other than the 2000-B Indenture (as defined below) (the "BNY Indenture Trustee") and as trustee (the "Trustee") under the various Pooling and Servicing Agreements described below, THE BANK OF NEW YORK, as indenture trustee under the 2000-B Indenture (the "BONY Indenture Trustee" and, together with the BNY Indenture Trustee, the "Indenture Trustees" and, each individually, an "Indenture Trustee"), WILMINGTON _____________ Bank of New York – the Trustee: BNY Midwest Trust Company 2 North LaSalle Street, 10th Floor Chicago, Illinois 60602 Attention: Corporate Trust Administration Facsimile: (312) 827-8562 If to the BONY Indenture Trustee: The Bank of New York 2 North LaSalle Street, 10th Floor Chicago, Illinois 60602 Attention: Corporate Trust Administration Facsimile: (312) 827-8562 If to SST, the Servicer or the Successor Servicer: Systems & Services _____________ BANK OF NEW YORK, – Indenture described above and as Trustee under the various Pooling and Servicing Agreements described above By: /s/ Sally Tokich --------------------------------------- Name: Sally Tokich Title: Assistant Treasurer 27 <PAGE> THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee under the 2000-B Indenture described above By: /s/ Cassandra D. Shedd --------------------------------------- Name: Cassandra D. Shedd Title: Assistant Vice _____________ dt 1590508 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Master Trust Account Agreement: JPMORGAN CHASE BANK, – Creditor Representative MBIA INSURANCE CORPORATION, BNY MIDWEST TRUST COMPANY, as Trustee and Indenture Trustee, THE BANK OF NEW YORK, as Indenture Trustee SYSTEMS & SERVICES TECHNOLOGIES, INC., as Successor Servicer, JPMORGAN CHASE BANK, as Master Trust Paying Agent and WILMINGTON TRUST COMPANY, as Master Trustee Dated as of April 17, 2003 <PAGE> TABLE OF CONTENTS ARTICLE I DEFINITIONS..........................................................3 Section _____________ JPMORGAN CHASE BANK, – COMPANY, as master trustee (the "Master Trustee"), SYSTEMS & SERVICES TECHNOLOGIES, INC., ("SST" and, in its capacity as servicer or successor servicer under the Servicing Agreements, "Servicer" or "Successor Servicer"), JPMORGAN CHASE BANK, as master trust paying agent (the "Master Trust Paying Agent"), MBIA INSURANCE CORPORATION, as financial guaranty insurer ("MBIA") and the CREDITOR REPRESENTATIVE (as defined herein). PRELIMINARY STATEMENTS WHEREAS, UACSC, _____________ JPMorgan Chase Bank – shall mean the trust account established pursuant to Section 2.03. "Master Trustee" shall mean Wilmington Trust Company, and its successors in such capacity. "Master Trust Paying Agent" means initially JPMorgan Chase Bank and its successors in such capacity or any other Person that meets the eligibility standards for the Master Trustee specified in Section 4.06 and is appointed by UACSC with _____________ JPMorgan Chase Bank – ARTICLE IV MASTER TRUST PAYING AGENT Section 6.01. Appointment of Master Trust Paying Agent. UACSC, PSC, SST, MBIA, the Owner Trustee, the Indenture Trustees and the Trustee hereby appoint JPMorgan Chase Bank as the Master Trust Paying Agent under this Agreement to act in accordance with the terms of this Agreement. JPMorgan Chase Bank hereby accepts and acknowledges its appointment as the _____________ JPMorgan Chase Bank – the Indenture Trustees and the Trustee hereby appoint JPMorgan Chase Bank as the Master Trust Paying Agent under this Agreement to act in accordance with the terms of this Agreement. JPMorgan Chase Bank hereby accepts and acknowledges its appointment as the Master Trust Paying Agent. To the extent that the Master Trust Paying Agent acts as a Transaction Paying Agent, the Master _____________ dt 1407885 ; Bingham Bingham McCutchen ( Legal ) As referenced in this Master Trust Account Agreement: Bingham McCutchen – of all notices, reports or other correspondence sent to any party hereto pursuant to this Agreement shall also be sent to the Creditor Representative c/o Peter D. Schellie, Esq., Bingham McCutchen LLP, 1120 20th Street, NW, Suite 800, Washington, DC 20036, or to such other address as the Creditor Representative may designate from time to time in a written notice _____________ Bingham McCutchen – Kantor Title: Vice President MBIA INSURANCE CORPORATION By: /s/ Rosemary Kelley --------------------------------------- Name: Rosemary Kelley Title: Director CREDITOR REPRESENTATIVE By: Official Committee of the Unsecured Creditors of Union Acceptance Corporation By: Bingham McCutchen LLP By: /s/ Peter D. Schellie --------------------------------------- Name: Peter D. Schellie <PAGE> SCHEDULE A First Level Cumulative Net Loss Trigger Amounts Apr-03 149,301,495 May-03 _____________ dt 1389817
Full Doc	2006	Restricted Account Agreement Restricted Account Agreement (16K) Doc #2071129: This document is immediately available for purchase, but does not have a preview available for viewing. 2071129	eLEC eLEC Communications Corp. ( Communications Services )
Preview Full Doc	2006	Special Custody Account Agreement Special Custody Account Agreement (44K) Doc #2618069: Click preview link for longer preview. SPECIAL CUSTODY ACCOUNT AGREEMENT AGREEMENT (this ï¿½Agreementï¿½), dated as of November , 2006, by and among CUSTODIAL TRUST COMPANY, in its capacity as Custodian hereunder (ï¿½Custodianï¿½), EQ ADVISORS TRUST, on behalf of the EQ/AXA Rosenberg Value Long/Short Equity Portfolio (ï¿½Customerï¿½), and BEAR, STEARNS SECURITIES CORP. (ï¿½Brokerï¿½). WHEREAS, Broker is a securities broker-dealer and is a member of several national securities exchanges; and WHEREAS, Customer desires from time to time to execute various securities . . . 2618069	Private Business Private Business, Inc. ( Business Services )
Preview Full Doc	2006	Special Custody Account Agreement Special Custody Account Agreement (44K) Doc #2618072: Click preview link for longer preview. SPECIAL CUSTODY ACCOUNT AGREEMENT AGREEMENT (this ï¿½Agreementï¿½), dated as of November , 2006, by and among CUSTODIAL TRUST COMPANY, in its capacity as Custodian hereunder (ï¿½Custodianï¿½), EQ ADVISORS TRUST, on behalf of the EQ/AXA Rosenberg Value Long/Short Equity Portfolio (ï¿½Customerï¿½), and BEAR, STEARNS SECURITIES CORP. (ï¿½Brokerï¿½). WHEREAS, Broker is a securities broker-dealer and is a member of several national securities exchanges; and WHEREAS, Customer desires from time to time to execute various securities . . . 2618072	eLoyalty eLoyalty Corp. ( Business Services )
Full Doc	2007	Deposit Account Agreement Deposit Account Agreement (9K) Doc #2749926: This document is immediately available for purchase, but does not have a preview available for viewing. 2749926	LEI Lakes Entertainment Inc. ( Casinos & Gaming )
Full Doc	2007	Restricted Account Agreement Restricted Account Agreement (13K) Doc #3169481: This document is immediately available for purchase, but does not have a preview available for viewing. 3169481	eLEC eLEC Communications Corp. ( Communications Services )

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