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 (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the 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 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 use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(22)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “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 have been bonded off to the satisfaction of Lender, or mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with 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 effective through the date covered by the previous disbursement).
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Disbursement Requests. Subject to Section 1.2, the Borrower must submit a disbursement request shall have the right, from time to time (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 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 from the Disbursement Escrow Account or a Company Account on a Disbursement Date that is no earlier than the fifteenth day after delivery of such a 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 each disbursement from such Disbursement Request which matches and supports the amounts requested in such Disbursement Request and is sufficient for the Title Insurer to issue a Reserve/Escrow AccountDisbursement Endorsement. If any waiver, which disbursement request must specify the items of Replacementrelease, Repairssworn statement, affidavit, or Restoration for which reimbursement 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 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), 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 for no Disbursement shall be made with respect to any Borrower Requested Replacementsparticular work comprising any of the Miami Jai-Alai Facility Costs until all of the Required Construction Consultant, Borrower Requested RepairsContractor and Architect Disbursement Certificates, Additional Lender Replacementsas applicable, have been properly delivered). Each such Disbursement Request and Additional Lender Repairs, Lender Draw Package shall have approved include the specified use of the Reserve/Escrow Account Funds proceeds for such replacements the requested Disbursement in sum certain amounts broken down by Contractor, Subcontractor (or repairs pursuant the Borrower or other Person, as permitted hereunder) and Line Item, and shall certify as to the terms matters set forth therein. Promptly after delivery of Section 13.2(yyyyy)(22)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 applicable), and must: if applicableshall use commercially reasonable efforts to notify the Borrower of any deficiency (as described below) within five (5) Business Days after delivery thereof by the Borrower, specify it being acknowledged that any failure to notify the quantity Borrower of any deficiency in the Disbursement 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 price 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 items preceding sentences, a “deficiency” shall mean that based upon the Disbursement Request or materials purchasedDraw Package and the attachments thereto, grouped by type or category; if applicable, specify either (1) the cost of all contracted labor or other services, including architectural services, involved in Title Insurer will not issue 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 Title Policy 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 endorsements thereto (including a condition to disbursement of 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 use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(22)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or RestorationDisbursement Endorsement) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “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 have been bonded off to the satisfaction of Lender, or mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and this Agreement (whether due to the failure to properly complete or deliver certain of the information or materials supplied 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 equipment and fixtures) for those in the Mortgaged Property by that contractor, subcontractorforms attached hereto as Exhibits Y-1 through Y-6), or materialman 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 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 and Draw Package pursuant to Section 1.4.1(a) to the Escrowee and the Construction Consultant, the Borrower shall deliver a copy of such 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 date covered by the disbursement request scheduled next succeeding Disbursement Date is accurate (or, in if not accurate, shall provide the event that 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 contractorDisbursement Request and/or Draw Package, subcontractoreither 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, or materialman is to be made by a joint checkbut the Disbursement Request and/or Draw Package otherwise complies with the requirements hereof, then the Borrower, the release Administrative Agent, the Construction Consultant and the Escrowee shall comply with the terms of lien 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 be effective through provide the date covered by the previous disbursement)Borrower, in reasonable detail, its reason(s) for such disapproval.
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Disbursement Requests. Borrower must submit a disbursement Each request in writing by IDOT Guarantor for each disbursement from a Reserve/the Replacement Reserve Account or the Repairs Escrow AccountAccount must be in writing, which disbursement request must specify the items of Replacement, Repairs, Replacement or Restoration Repair for which reimbursement is requested (provided that for any Borrower IDOT Guarantor Requested Replacements, Borrower IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.2(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, including architectural services, services involved in the Replacement, Repair, Replacement or Restoration 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, Repair, Replacement or Restoration Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, Repair or Restoration item Replacement as provided in this Loan Agreement); if applicable, and contain a certification by Borrower IDOT Guarantor that the Repair, Replacement, Repair or Restoration 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; 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 IDOT Guarantor as a condition to disbursement of Reserve/funds from the Replacement Reserve Account or the Repairs Escrow Account Funds (provided that for any Borrower IDOT Guarantor Requested Replacements, Borrower IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.2(zzzzz)(21)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Replacement or Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Repair or Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “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 have been bonded off to the satisfaction of Lender, or mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with 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 effective through the date covered by the previous disbursement).:
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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 (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.02(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 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 use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.02(a)(9)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “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 have been bonded off to the satisfaction of Lender, or mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with 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 effective through the date covered by the previous disbursement).
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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 (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.2(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 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 use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(2213.2(oooooo)(25)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “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 have been bonded off to the satisfaction of Lender, or mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with 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 effective through the date covered by the previous disbursement).
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