Common use of Disbursement Requests Clause in Contracts

Disbursement Requests. (a) The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signature.

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.2(yyyyy)(22)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.2(yyyyy)(22)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.2(yyyyy)(23)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.2(yyyyy)(23)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.02(a)(9)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.02(a)(9)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.2(oooooo)(25)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower and, if applicable (and if reasonably requested by Lender), from Property Operator that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.2(oooooo)(25)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. (a) The Issuer Borrower shall have the right from time to time during time, no more frequently than once per calendar month, (the Construction Period estimated draw schedule for which, as set forth in the Project Budget, may, for the avoidance of doubt, be varied by Borrower subject to the provisions of Section 6 hereof), to submit to the Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Project Company Funds Account (in accordance with Section 4.2) substantially in the form of EXHIBIT C-1 hereto Exhibit A (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction “Disbursement Request, each a "DISBURSEMENT REQUEST"”), together with the exhibits attached thereto, as further described below. The Disbursement Agent Notwithstanding the above, the Borrower shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives submit a Disbursement Request relating solely hereunder only on dates on which it concurrently submits (and is permitted to submit) a Disbursement Request pursuant to the Barge Construction Contractterms of the Building Loan Disbursement Agreement; or (ii) within five (5) Business Days provided, however, that such requirement shall not apply from and after the date that all funds to be disbursed pursuant to the terms of the Building Loan Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice Agreement shall describe the nature of such failure in reasonable detailhave been fully disbursed. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2Section 4.1. Each preliminary Disbursement Request For clarification, disbursements with respect to Project Costs made on the Closing Date shall be clearly labeled made pursuant to procedures approved by the Disbursement Agent. Disbursement Requests shall be acted on as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signature.follows:

Disbursement Requests. At any time after termination of the Merger Agreement pursuant to any Escrow-Surrender Event, the Company may deliver to Escrow Agent and simultaneously to Acquiror a written notice (a "Company Payment Request") which states that such termination has occurred and requests that Escrow Agent, unless the Escrow Agent shall have already drawn on the Letter of Credit pursuant to Section 2(b) of this Agreement, (i) present to the Issuing Bank in accordance with the Letter of Credit a draft for payment to Escrow Agent of an amount equal to $75,000,000.00, and (ii) upon receipt of proceeds of such payment under the Letter of Credit, pay such proceeds in the manner indicated in such notice. If the Escrow Agent shall have already drawn on the Letter of Credit pursuant to Section 2(b) of this Agreement, the Escrow Agent shall, on the second business day after the Escrow Agent's receipt of the Company Payment Request, pay the proceeds of the Letter of Credit to the Company in the manner indicated in the Company Payment Request. Promptly upon termination of the Merger Agreement pursuant to an Escrow-Retention Provision, the Company shall deliver to Escrow Agent and Acquiror a written notice (a "Company Surrender Request") which states that such termination has occurred and requests that Escrow Agent surrender the Letter of Credit to the Issuing Bank for cancellation, or if the Escrow Agent shall have already drawn on the Letter of Credit pursuant to Section 2(b), requests the Escrow Agent to pay the proceeds of the Letter of Credit to Acquiror in the manner indicated in the Company Surrender Request. 5 Escrow Agent's Release of the Escrow Fund. (a) The Issuer shall have the right from time to time during the Construction Period to submit Actions upon Joint Instructions. Escrow Agent will give instructions to the Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") Issuing Bank or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together take other actions with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely respect to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature Letter of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent Credit, and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepanciesmake disbursements, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top joint written instructions of the first page, Company and in lieu of Premier's signature.Acquiror. (b)

Disbursement Requests. As costs are incurred towards completion of the Theater Phase throughout the Term of this Agreement, the Contracting Party may submit payment requests (aeach a “Disbursement Request”) The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent on a request twice-monthly basis for the disbursement of funds from the Construction Project Disbursement Account substantially in Fund. Such Disbursement Requests shall be submitted using the form of EXHIBIT C-1 attached hereto as Exhibit “E” (a "CONSTRUCTION DISBURSEMENT REQUEST"the “Disbursement Request Form”) and shall be sent to City Manager or in his designee (the form of EXHIBIT C-2 hereto “City Disbursement Review Officer”) and Xxxxx Xxxxx (a "PRE-OPENING DISBURSEMENT REQUEST" and, the “County Disbursement Review Officer,” and together with the City Disbursement Review Officer, collectively, the “Disbursement Review Officers”) with a Construction copy to the Disbursing Agent. Any such submission may contain reference to information available for inspection at the offices of the Contracting Party. The Disbursement Review Officers shall promptly review each Disbursement Request and in all cases either approve or reject such request within ten (10) days after submission. If all or part of a Disbursement Request is approved, each Disbursement Review Officer shall promptly forward the Disbursement Request to the Disbursing Agent and the Contracting Party indicating such approval or partial approval. If there is a rejection of all or part of a Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each accepted portion of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled processed as provided in this Agreement and the rejected portion will be returned to Disbursing Agent and the Contracting Party within thirty (30) business days after the date of submission with a reasonable and detailed explanation of the rejection; provided, however, that it shall not be reasonable to reject a submission based solely upon insufficient information if such with information was specifically made available to the phrase "PRELIMINARY DISBURSEMENT REQUEST" Disbursement Review Officers for review at the top offices of the first page, and in lieu of Premier's signatureContracting Party as permitted above.

Disbursement Requests. Each request for disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.02(a)(9)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower and, if applicable (and if reasonably requested by Lender), from Master Lessee that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.02(a)(9)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. (a) The Issuer Subject to Section 1.2, the Borrower shall have the right right, from time to time during (but no more often than once per calendar month unless approved in writing in advance by the Administrative Agent), to deliver to the Administrative Agent and the Construction Period to submit Consultant (with a copy to the Escrowee) a Disbursement Request (which Disbursement Request shall include both hard copies and electronically transmitted copies) appropriately completed and duly executed and including all certifications, exhibits, attachments, schedules, appendices and certificates (other than the Construction Consultant’s Disbursement Certificate) required or necessary hereunder (including those specified in Section 2.2) regardless of whether or not originals of such documents or items are also being delivered to the Escrowee as part of a Draw Package, requesting that a Disbursement be made by the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Escrow Account substantially in or a Company Account on a Disbursement Date that is no earlier than the form fifteenth day after delivery of EXHIBIT C-1 hereto (such a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, provided that the Borrower satisfies all conditions precedent to such Disbursement. Simultaneously with the delivery of any Disbursement Request, the Borrower shall also deliver to the Escrowee and Title Insurer a Draw Package for such Disbursement Request which matches and supports the amounts requested in such Disbursement Request and is sufficient for the Title Insurer to issue a Disbursement Endorsement. If any waiver, release, sworn statement, affidavit, or other item is required to be delivered to the Escrowee and the Administrative Agent and/or the Construction Consultant under this Agreement and the Borrower is only able to obtain one originally signed document or counterpart, then the Borrower shall deliver the originally signed document to the Escrowee and a copy to the Administrative Agent and/or Construction Consultant, as applicable. The Borrower’s Disbursement Request shall also include the Required Construction Consultant, Contractor and Architect Disbursement Certificates, in each a "DISBURSEMENT REQUEST"case, to the extent that such Disbursement Request requests that payment be made to such Person or Subcontractor implementing the work designed, supervised or managed by such Person. Except as otherwise expressly permitted hereunder, each Disbursement Request and Draw Package shall request Disbursements in order to pay directly to the Contractor and each Subcontractor (or to the Borrower or other Person, if applicable), together the applicable Miami Jai-Alai Facility Costs (to the extent not paid by the Borrower from other funds) in sum certain amounts that have already been incurred and will become due and payable on or after the requested Disbursement Date and prior to the next succeeding Disbursement Date (provided that no Disbursement shall be made with respect to any particular work comprising any of the exhibits attached Miami Jai-Alai Facility Costs until all of the Required Construction Consultant, Contractor and Architect Disbursement Certificates, as applicable, have been properly delivered). Each such Disbursement Request and Draw Package shall include the specified use of the proceeds for the requested Disbursement in sum certain amounts broken down by Contractor, Subcontractor (or the Borrower or other Person, as permitted hereunder) and Line Item, and shall certify as to the matters set forth therein. Promptly after delivery of each Disbursement Request and related Draw Package, the Construction Consultant shall review such Disbursement Request and Draw Package, and attachments thereto, to determine whether all required documentation has been provided (including, without limitation, all necessary sworn statements and lien waivers, partial and/or final, as further applicable), and shall use commercially reasonable efforts to notify the Borrower of any deficiency (as described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after delivery thereof by the Borrower, it being acknowledged that any failure to notify the Borrower of any deficiency in the Disbursement Agent receives Request so delivered within the aforesaid time period shall in no event be deemed an approval thereof. The Construction Consultant also shall review the work referenced in such Disbursement Request, including work reasonably estimated to be completed through the applicable Disbursement Date as such work is being performed. Promptly after delivery of each Draw Package, the Escrowee and Title Insurer shall review such Draw Package and shall notify the Borrower of any deficiency within five (5) Business Days after delivery thereof by Borrower, it being acknowledged that any failure to notify the Borrower of any deficiency in the Draw Package so delivered within the aforesaid time period shall in no event be deemed an approval thereof. For purposes of the preceding sentences, a “deficiency” shall mean that based upon the Disbursement Request or Draw Package and the attachments thereto, either (1) the Title Insurer will not issue the applicable Title Policy or any endorsements thereto (including a Disbursement Endorsement) in accordance with the requirements of this Agreement (whether due to the failure to properly complete or deliver certain of the information or materials required by the Title Insurer or the Escrowee to have been so completed or delivered (including, but not limited to, one or more of the various statements, certifications, waivers or releases required to be included in the Draw Package, including those in the forms attached hereto as Exhibits Y-1 through Y-6), or as otherwise determined in the sole but reasonable discretion of the Escrowee or the Title Insurer), and/or (2) the Administrative Agent, in its sole and absolute discretion, notifies the Escrowee in writing that the Disbursement Request in question is otherwise deficient in its judgment for failure to include any other Disbursement Request) if information, materials or certifications that are required hereunder or deemed necessary by it, or for any other reason. Concurrently with the delivery by the Borrower of each Disbursement Request fails and Draw Package pursuant to satisfy any such condition which notice Section 1.4.1(a) to the Escrowee and the Construction Consultant, the Borrower shall describe the nature deliver a copy of such failure Disbursement Request and Draw Package to the Administrative Agent. The Administrative Agent shall, as soon as practicable (but no later than ten (10) Business Days) after receiving a copy of a Disbursement Request and Draw Package, deliver a notice confirming such receipt to the Escrowee (or otherwise electronically notify the Escrowee of such receipt) and confirming that the Borrower’s calculation of principal, interest and fees scheduled to become due and payable under the applicable Credit Facility on and after the requested Disbursement Date and through the scheduled next succeeding Disbursement Date is accurate (or, if not accurate, shall provide the appropriate revisions to the Escrowee). Within ten (10) Business Days after its receipt of the Disbursement Request and related Draw Package (if related to a payment item other than amounts owing under the Credit Facility), the Construction Consultant shall deliver directly to the Administrative Agent and the Escrowee (with a copy to the Borrower) the Construction Consultant’s Disbursement Certificate, appropriately completed and duly executed and including all certifications, exhibits, attachments, schedules, appendices and certificates, with respect to such Disbursement Request and/or Draw Package, either approving or disapproving the Disbursement Request and/or Draw Package; provided that if the Construction Consultant disapproves one or more particular payments or disbursements requested by the Disbursement Request and/or Draw Package, but the Disbursement Request and/or Draw Package otherwise complies with the requirements hereof, then the Borrower, the Administrative Agent, the Construction Consultant and the Escrowee shall comply with the terms of Section 1.4.2(a)(ii). If the Construction Consultant disapproves the Disbursement Request or any one or more particular payments requested therein, the Construction Consultant shall provide the Borrower, in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as its reason(s) for such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signaturedisapproval.

Disbursement Requests. The Predevelopment Portion of Agency Loan and Construction Portion of Agency Loan shall be disbursed on a line-item by line-item basis in accordance with the Project Budget and the Project Financing Disbursement Agreement. In no event shall Agency have any obligation to disburse any amount for any item in excess of the amount allocated to such item in the Project Budget, unless approved, in writing, by the Executive Director; provided, however, that upon completion and payment of all work for a particular line item, Developer may move any amounts remaining in such line to any other line item where payment for work has not been completed, and no Agency consent shall be required therefor. Disbursement shall be made only upon Developer’s written request in the form attached hereto as Attachment No. 5 (a “Disbursement Request”) showing all costs that Developer intends to fund with such disbursement, itemized in such detail as the Executive Director may reasonably require, accompanied in each case by (a) The Issuer shall have the right from time invoices and lien releases (if such work could give rise to time during the Construction Period to submit mechanic’s or materialmen’s liens) reasonably satisfactory to the Disbursement Agent a request Executive Director, including in any event conditional lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (b) all other documents and information reasonably required by the disbursement of funds from the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, Executive Director. Agency agrees to fund each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request within twenty-one (21) days after Agency’s receipt of the Disbursement Request in completed form with all required supporting documentation, and determination by Agency that satisfies each all of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements disbursement set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepanciesSection 6.2(c) have been satisfied, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signaturewaived by Agency.

Disbursement Requests. The Loan proceeds (awhich in the aggregate shall not exceed $5,000,000) The Issuer shall have be disbursed on a Category by Category basis in accordance with the right from time to time during the Construction Period to submit Approved Budget and subject to the Disbursement Agent a request terms and conditions hereof solely for the disbursement purposes of funds from the funding Eagle Crest Project Construction Disbursement Account substantially Costs. Draws shall be funded only upon Borrower's written request in the form of EXHIBIT C-1 attached hereto as Exhibit G-1 (a "CONSTRUCTION DISBURSEMENT REQUESTDisbursement Request") showing all costs which Borrower intends to fund with such Draw, itemized in such detail as the Lender may reasonably require, accompanied in each case by (i) an Application and Certificate for Payment (AIA Documents G702 and G703) or other document acceptable to the Lender containing certifications of the Contractor and the Engineer, that construction which has been competed as of the date of the Disbursement Request has been completed in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together accordance with the exhibits attached theretoConstruction Plans, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of (ii) invoices and lien releases satisfactory to the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and Lender, including, in any event: , partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (iiii) within two (2) Business Days after all other documents and information reasonably required by the Lender. Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within Requests shall be submitted in duplicate no less than five (5) Business Days after prior to the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice date of the requested Draw, and shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no not be submitted more often than weeklymonthly. The Issuer may submit Pre-Opening Disbursement Requests Notwithstanding anything to the contrary contained herein, except as provided in clause (c) below, in no more often than weeklyevent shall the Lender have any obligation to fund a Draw with respect to any Category if such Draw, when taken in the aggregate with all prior Draws would exceed the amount originally set forth in the Approved Budget for such Category. The Issuer shall have Further, notwithstanding anything herein to the right contrary, the Lender may, in its absolute discretion, fund Draws from time to time during time, in the Construction Period to submit to the Disbursement Agent absence of a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits to pay the Lender fees and attachments theretointerest on the Loan and to make payments reasonably deemed advisable by the Lender to protect the Collateral Property, the Bolsa Chica Project or the Lender's interests under any Loan Document or any LOC Document and to fulfill any obligation of Borrower hereunder, including under Section 13.3 that Borrower has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signaturenot timely fulfilled.

Disbursement Requests. (a) The Issuer proceeds of the Loans shall have the right be disbursed from time to time during by Bondowner Representative to or for the Construction Period account of Borrower only in accordance with, and upon the satisfaction of the conditions precedent contained herein and in the Disbursement Agreement, including, with respect to submit each Disbursement, the delivery of a Requisition (as defined below) signed by Borrower and approved in writing by Bondowner Representative; provided that, prior to each Disbursement, Bondowner Representative agrees to provide two (2) days’ advance notice to Trustee of the aggregate principal amount of the Loans then proposed to be disbursed. The requisite approval of any Requisition for a Disbursement shall only be given in accordance with this Agreement and shall be subject to the prior satisfaction of all of the conditions precedent to such Disbursement Agent contained in this Agreement and the Disbursement Agreement, including, but not limited to, Sections 4.1, 4.2, and 4.3 hereof, as the case may be. The proceeds of the Loans (and all funds now or hereafter on deposit in the Disbursement Agreement) shall be disbursed on a line-item by line-item basis in accordance with the Approved Budget and subject to Section 3.11 hereof. In no event shall Bondowner Representative have any obligation to consent to any disbursement on account of any item if the amount to be disbursed on account of that item, when taken in the aggregate with all amounts previously disbursed on account of that item, exceeds the amount allocated to such item in the Approved Budget (as may be reallocated from time to time in accordance with Section 3.3 below and subject to Section 6.4 hereof). Disbursements shall be made only upon Borrower’s written request for the disbursement of funds from the Construction Disbursement Account substantially in the form of EXHIBIT C-1 attached hereto as Exhibit ”E” (a "CONSTRUCTION DISBURSEMENT REQUEST"“Requisition”) or showing all costs which Borrower intends to fund with such Disbursement, itemized in the form of EXHIBIT C-2 hereto such detail as Bondowner Representative may reasonably require, accompanied in each case by (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"a) an Application and Certificate for Payment (AIA Documents G702 and G703), together or other document acceptable to Bondowner Representative containing certifications by Contractor and Architect that construction to the date of the Disbursement Request is in accordance with the exhibits attached theretoPlans and all recommendations contained in any approved soils report, as further described below(b) invoices and lien releases satisfactory to Bondowner Representative including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, (c) CLTA 122 endorsements to the Title Policy in form and substance satisfactory to Bondowner Representative and Lender, and (d) all other documents and information reasonably required by the Lender and Bondowner Representative. The Disbursement Agent requests shall comply with any Disbursement Request that satisfies each be submitted in duplicate no less than five (5) Banking Days prior to the date of the conditions set forth in SECTION 4.2.2requested Disbursement, and shall not be submitted more often than once monthly. The Disbursement Agent shall notify Borrower agrees to deliver or cause to be delivered to the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after a copy of each Requisition, including all attachments describing the Disbursement Agent receives a Disbursement Request relating solely Project Costs to be paid from the then requested Disbursement. Bondowner Representative shall make available to the Barge Construction Contract; or (ii) within five (5) Business Days after Issuer and the Trustee, upon reasonable written request and at the cost and expense of the Borrower, copies of the attachments accompanying each Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails request in its possession and agrees to satisfy any such condition which notice shall describe the nature maintain copies of such failure items so long as it remains the holder of the Bonds. Upon any transfer of the Bonds in accordance with the terms of the Bond Documents and the Loan Documents, Bondowner Representative shall transfer all of its records relating to Disbursement requests, including all related attachments, provided that Bondowner Representative shall be permitted to retain copies thereof for its permanent records. Notwithstanding the foregoing, Bondowner Representative may, in its reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have discretion, make Disbursements (with prior notice to Trustee as aforesaid accompanied by a list of the right Disbursements to be made) from time to time during time, in the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that absence of a Disbursement be made meeting request, to pay Issuer, Lender and/or Bondowner Representative fees and interest on the requirements set forth Loans [or fees and settlement payments in this SECTION 4.2. The Disbursement Agent and respect of the Independent Construction Consultant shall promptly review Swap Agreement] from funds allocated for that purpose in the preliminary Disbursement Request and advise the Issuer of any discrepanciesApproved Budget, disputes or missing or incomplete information with respect thereto necessary to make payments reasonably deemed advisable by Bondowner Representative to protect the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to Property or Lender’s and/or Bondowner Representative’s interests under any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first pageLoan Document, and in lieu to fulfill any reimbursement obligation of Premier's signature.Borrower under

Disbursement Requests. (a) The Issuer shall have the right Seller may, from time to time during the Construction Period time, deliver to submit to the Escrowee written instructions requesting a Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Account substantially in the form of EXHIBIT C-1 attached hereto as Exhibit A (each, a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction “Disbursement Request”). With each Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent Seller shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any eventsubmit: (i) within two all invoices, statements and other documentation (2collectively, the “Payment Documentation”) Business Days after evidencing the amount of the Disbursement Agent receives a and the payment of such Disbursement Request relating solely to the Barge Construction Contract; or amount, (ii) within five a written confirmation or certificate from the LEP retained with respect to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment (5the “Compliance Certificate”), and (iii) Business Days after all applicable conditional and final lien waivers and releases (collectively, the Disbursement Agent receives any other Disbursement Request“Lien Waivers”) if any executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable law. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request fails shall collectively be referred to satisfy any such condition which notice shall describe as the nature of such failure in reasonable detail“Supporting Documentation”. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have Concurrently with delivering the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer Supporting Documentation to Escrowee, Seller shall deliver a copy of any discrepancies, disputes or missing or incomplete information with respect thereto necessary the same to make the preliminary Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request a conforming and Supporting Documentation, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount of the Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed requested in the Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to in such event the amount of the Disbursement Agent and requested in the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such immediately released to, or at the order of, the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at Supporting Documentation, the top of Objection Notice shall set forth the first pagesame in detail, and in lieu such event only the non-disputed amount of Premier's signaturethe Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller.

Disbursement Requests. Each request by IDOT Guarantor for disbursement from the Replacement Reserve Account or the Repairs Escrow Account must be in writing, must specify the Replacement or Repair for which reimbursement is requested (a) The Issuer provided that for any IDOT Guarantor Requested Replacements, IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.2(zzzzz)(21)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services involved in the Replacement or Repair for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement or Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair or Replacement as provided in this Loan Agreement); and contain a certification by IDOT Guarantor that the Repair or Replacement has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement. Conditions to Disbursement. Lender may require any or all of the following at the expense of IDOT Guarantor as a condition to disbursement of funds from the Construction Disbursement Replacement Reserve Account substantially in or the form of EXHIBIT C-1 hereto Repairs Escrow Account (a "CONSTRUCTION DISBURSEMENT REQUEST") or in provided that for any IDOT Guarantor Requested Replacements, IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.2(zzzzz)(21)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement or Repair; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes Repair or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signature.Replacement) selected by Lender; either:

Disbursement Requests. (a) The Issuer After the Initial Loan Disbursement, the Borrower shall have the right from time to time during time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by the Construction Period Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form of EXHIBIT C-1 hereto Exhibit A (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction “Disbursement Request, each a "DISBURSEMENT REQUEST"”), together with the exhibits attached and attachments thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible no later than ten (and in any event: (i) within two (210) Business Days after prior to the date on which Borrower desires Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. requested Disbursement; (b) The Issuer Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant Administrative Agent in accordance with this SECTION 4.2Section 4.1.1. Each preliminary Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission of a Disbursement Request to the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be clearly labeled made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such with Disbursement Request; provided, however, notwithstanding the phrase "PRELIMINARY DISBURSEMENT REQUEST" at foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the top of Construction Disbursement Account to the first page, and in lieu of Premier's signature.applicable Borrower-specified Contractor. 19 4.1.2

Disbursement Requests. The Loan proceeds shall be disbursed on a line item basis in accordance with the Approved Budget (which contemplates, among other things, an initial Loan funding of $2,100,000 to be applied to pay a portion of the purchase price for the Property) and subject to the conditions in Articles III and IV. Disbursements shall be made only upon Borrower's written request in the form attached hereto as Exhibit C (a "Disbursement Request") showing all costs which Borrower intends to fund with such Disbursement, itemized in such detail as Lender may reasonably require, accompanied in each case by (a) an Application and Certificate for Payment (AIA Documents G702 and G703), or other document acceptable to Lender, containing certifications by Contractor and Architect that construction to the date of the Disbursement Request is in accordance with the Plans and all recommendations contained in the approved soils report, (b) invoices and lien releases satisfactory to Lender, including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (c) all other documents and information reasonably required by Lender. Disbursement Requests shall be submitted in duplicate no less than 5 Business Days prior to the date of the requested Disbursement, and shall not be submitted more often than twice monthly. The Issuer disbursed Loan funds shall be used by Borrower only for line item costs for which such funds have been disbursed. Notwithstanding the right foregoing, Lender may, in its absolute discretion, make Disbursements from time to time during the Construction Period to submit to the Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Account substantially time, in the form absence of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"to pay itself fees and interest on the Loan from funds allocated for that purpose in the Approved Budget (if any), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make payments reasonably deemed advisable by Lender to protect the preliminary Disbursement Request Property or Lender's interests under any Loan Document, and to fulfill any reimbursement obligation of Borrower under Section 6.22 that Borrower has not timely fulfilled. All Loan proceeds shall be disbursed into Account No. 058-00000000 at Lender; which shall be a conforming Disbursement Request. The Issuer segregated loan disbursement account into which the Borrower shall not be entitled to commingle or deposit any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to funds other than the Disbursement Agent and the Independent Construction Consultant in accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signatureLoan proceeds disbursed by Lender hereunder.

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.02(a)(9)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.02(a)(9)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Xxxxxx; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).

Disbursement Requests. Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (a) The Issuer provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time during use of the Construction Period to submit Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Disbursement Agent a terms of Section 13.2(aaaaaa)(22)), and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued. Conditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the Construction Disbursement Account substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each use of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify Reserve/Escrow Account Funds for such replacements or repairs pursuant to the Issuer terms of Section 13.2(aaaaaa)(22)): an inspection by Lender of the Mortgaged Property and the Trustee in writing applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as soon as reasonably possible (and in any event: (i) within two (2) Business Days after the Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; an architect, engineer or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe property inspector, depending on the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Disbursement Agent Mortgaged Property effective to the date of disbursement; or a preliminary Disbursement Request requesting “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that a Disbursement be made meeting have been bonded off to the requirements set forth in this SECTION 4.2. The Disbursement Agent and satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer laws of any discrepanciesGovernmental Authority upon the commencement of any work upon, disputes or missing delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or incomplete information with respect thereto necessary to make the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless materials; and until a finalan acknowledgement of payment, executed Disbursement Requestwaiver of claims, with all exhibits and attachments theretorelease of lien for work performed and materials supplied from each contractor, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant subcontractor or materialman in accordance with this SECTION 4.2. Each preliminary Disbursement Request the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be clearly labeled as such with effective through the phrase "PRELIMINARY DISBURSEMENT REQUEST" at date covered by the top of the first page, and in lieu of Premier's signatureprevious disbursement).