Common use of Completion Date Procedures Clause in Contracts

Completion Date Procedures. (a) No less than sixty (60) days prior to the anticipated Completion Date, the Company shall deliver notice of the anticipated Completion Date to the Disbursement Agent, the Construction Consultant, the Project Architect and the Funding Agents. Thereafter, in order to cause Completion to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Indenture Trustee and the FF&E Agent the Company's Completion Certificate appropriately completed and duly executed by a Responsible Officer of the Company with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, and shall set forth all other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent and the Construction Consultant shall review the Company's Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's Completion Certificate, they shall request that the Company revise and resubmit the certificate. Within ten (10) Banking Days after their receipt of the Company's Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the Indenture Trustee, the FF&E Agent and the Company, the Construction Consultant's Completion Certificate. (c) Within five (5) Banking Days after receipt by the Disbursement Agent of the Construction Consultant's Completion Certificate approving the Company's Completion Certificate, the Disbursement Agent shall, subject to its determination (in accordance with the relevant provisions of Section 3.3) that each of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) has been satisfied, countersign the Company's Completion Certificate and forward the same to the Bank Agent, the Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion Certificate. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a) No less than sixty (60) days prior to the anticipated desired Completion Date, the Company shall deliver notice of the anticipated Completion Date to the Disbursement Agent, the Construction Consultant, the Project Architect and the Funding Agents. Thereafter, in order to cause Completion to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Indenture Trustee and the FF&E Agent the Company's Completion Certificate appropriately completed and duly executed by a Responsible Officer of the Company with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, 's Completion Certificate and shall set forth all other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Sub-Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent and the Construction Consultant shall review the Company's Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's Completion Certificate, they shall request that the Company revise and resubmit the certificate. Within ten (10) Banking Days after their receipt of the Company's Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the Indenture Trustee, the FF&E Agent and the Company, the Construction Consultant's Completion Certificate. (c) Within five (5) Banking Days after receipt by the Disbursement Agent of the Construction Consultant's Completion Certificate approving the Company's Completion Certificate, the Disbursement Agent shall, subject to its determination (in accordance with the relevant provisions of Section 3.3) that each of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) has been satisfied, countersign the Company's Completion Certificate and forward the same to the Bank Agent, the Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion Certificate. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a) No less than sixty ten (6010) days prior to the anticipated Completion Date, the Company shall deliver notice of the anticipated Completion Date to the Disbursement Agent, the Construction Consultant, the Project Architect and the Funding Agents. Thereafter, in order to cause Completion to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Tranche A Take Out Lender, the HVAC Provider and the Mortgage Notes Indenture Trustee and the FF&E Agent the Company's Completion Certificate appropriately completed and duly executed by a Responsible Officer of the Company with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to anticipated Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer Date and the Aqua Theater Designer, and shall set forth all the other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 Sections 2.6.1 and 2.6.2 and after subtracting amounts then on deposit in the Hard Costs HC/Mall Cash Management Sub-Account and the Company's Funds HVAC Component Cash Management Sub-Account. The Company's Completion Certificate further shall set forth each Resort HC/Mall Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent and the Construction Consultant shall review the Company's Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's Completion Certificate, Certificate they shall request that the Company to revise and resubmit the certificate. Within ten five (105) Banking Days days after their its receipt of the Company's Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the Indenture TrusteeTranche A Take Out Lender, the FF&E Agent Mortgage Notes Indenture Trustee and the Company, the Construction Consultant's Completion Certificate. (c) Within five (5) Banking Days after Upon receipt by the Disbursement Agent of the Construction Consultant's Completion Certificate approving the Company's Completion Certificate, but no later than three (3) days prior to the Completion Date, the Disbursement Agent shall, subject to its approval of the Company's Completion Certificate (as contemplated in clause (c) of the definition of "Completion") and determination (in accordance with the relevant provisions of Section 3.33.2) that each of the conditions set forth in Section 3.3 3.2 (other than Sections 3.3.4 3.2.4 through 3.3.63.2.8, 3.2.12 and 3.2.21) has been satisfiedis being satisfied as of the Completion Date, countersign the Company's Completion Certificate and forward the same to the Bank Agent, the Indenture Trustee HVAC Provider, the Tranche A Take Out Lender and the FF&E AgentMortgage Notes Indenture Trustee. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, Company and the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion Certificate. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 2.6 and subsection (a) above and set forth in the Company's Completion Certificate, Certificate (less the amount of any funds on deposit in the Bank Proceeds Account and amounts which will be funded through withdrawals from the Pre-Completion Revenues Account as provided in Section 2.9) and (ii) the FF&E Lenders Disbursement Agent shall withdraw from the Pre-Completion Revenues Account and deposit or cause to be deposited in the FF&E Bank Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated to be funded therefrom in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement2.9. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a1) No less than sixty ten (6010) days Business Days prior to the anticipated Completion Conversion Date, the Company shall deliver notice of the anticipated Completion Date to the Disbursement Agent, the Construction Consultant, the Project Architect and the Funding Agents. Thereafter, in order to cause Completion to occur, the Company Borrower shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Indenture Trustee Agent and the FF&E Administrative Agent the CompanyBorrower's Completion Certificate appropriately completed and duly executed by a Responsible Officer of the Company with all attachments thereto. The CompanyBorrower's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer anticipated Conversion Date and the Aqua Theater Designer, and shall set forth all the other information required thereby, including the aggregate amount of Main Project Costs anticipated to become due and payable after the Completion Conversion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The CompanyBorrower's Completion Certificate further shall set forth each Resort Hotel/Casino Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentenceSection 2.5. (b2) The Disbursement Agent, the Administrative Agent and the Construction Consultant shall review the CompanyBorrower's Completion Certificate. In the event that the Disbursement Agent, the Administrative Agent or the Construction Consultant discovers any mathematical or other minor errors in the CompanyBorrower's Completion Certificate, Certificate they shall request that the Company Borrower to revise and resubmit the certificate. Within ten five (105) Banking Days days after their its receipt of the CompanyBorrower's Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the Indenture Trustee, the FF&E Administrative Agent and the Company, Borrower the Construction Consultant's Completion Certificate. (c3) Within five (5) Banking Days after Upon receipt by the Disbursement Agent of the Construction Consultant's Completion Certificate approving confirming, to the Companyextent required thereby, the certifications set forth in the Borrower's Completion Certificate, but no later than three (3) days prior to the Conversion Date, the Disbursement Agent shall, subject to its determination (in accordance with the relevant provisions of Section 3.3) that each approval of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) has been satisfiedBorrower's Completion Certificate, countersign the CompanyBorrower's Completion Certificate and forward the same to the Bank Administrative Agent, the Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion Certificate. (d4) On the Completion Conversion Date, before 12:00 not later than 2:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.the

Completion Date Procedures. (a) No less than sixty thirty (6030) days prior to the anticipated Completion DateDate for a Project, the Company shall deliver notice of the anticipated Completion Date for such Project to the Disbursement Agent, the Construction Consultant, the Project Architect Architects and the Funding Agents. Thereafter, in order to cause Completion for such Project to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Indenture Trustee Agent and the FF&E each Funding Agent the Company's Completion Certificate relating to such Project, appropriately completed and duly executed by a Responsible Officer of the Company together with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, and shall set forth all other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent shall, and shall instruct the Construction Consultant shall to, review the Company's Completion CertificateCertificate for the applicable Project. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's Completion Certificate, they shall request that the Company revise and resubmit the certificate. Within The Disbursement Agent shall promptly instruct the Construction Consultant to, within ten (10) Banking Days after their its receipt of the Company's Completion CertificateCertificate for each Project, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the 2014 Notes Indenture Trustee, the FF&E Agent Trustee and the Company, Company the Construction Consultant's Completion Certificate with respect to such Project approving or disapproving the Company's Completion Certificate. If the Construction Consultant disapproves the Company's Completion Certificate, the Disbursement Agent shall instruct the Construction Consultant to provide the Company, in reasonable detail, its reason(s) for such disapproval. (c) Within five (5) Banking Days after receipt by the Disbursement Agent of the Construction Consultant's Completion Certificate approving the Company's Completion CertificateCertificate for the applicable Project, the Disbursement Agent shall, subject to its reasonable determination (in accordance with the relevant provisions of Section 3.3) that each of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) to Completion of such Project has been satisfied, countersign the Company's Completion Certificate for such Project and forward the same to the Bank Agent, the 2014 Notes Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date for the applicable Project shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion CertificateCertificate for such Project. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a) No less than sixty thirty (6030) days prior to the anticipated Phase II Completion Date, the Company shall deliver notice of the anticipated Completion Date thereof to the Disbursement Agent, the Construction Consultant, the Project Architect Consultant and the Funding AgentsBank Agent. Thereafter, in order to cause Phase II Completion to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, Agent and the Bank Agent, the Indenture Trustee and the FF&E Agent the Company's ’s Phase II Completion Certificate Certificate, appropriately completed and duly executed by a Responsible Officer of the Company together with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, and shall set forth all other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent and shall instruct the Construction Consultant shall to review the Company's ’s Phase II Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's Completion CertificateCertificate and to, they shall request that the Company revise and resubmit the certificate. Within within ten (10) Banking Days after their its receipt of thereof, (i) if the Construction Consultant approves the Company's ’s Phase II Completion Certificate, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent and the Company the Construction Consultant’s Phase II Completion Certificate or (ii) if the Construction Consultant disapproves the Company’s Phase II Completion Certificate, provide the Disbursement Agent, the Indenture Trustee, the FF&E Bank Agent and the Company, the Construction Consultant's Completion Certificatein reasonable detail, its reason(s) for such disapproval. (c) Within five The Phase II Completion Date shall be deemed to occur on the sixth (56th) Banking Days Day after receipt by the Disbursement Agent of the Construction Consultant's ’s Phase II Completion Certificate approving the Company's ’s Phase II Completion CertificateCertificate unless, prior to such date, the Disbursement Agent shalladvises the Company that the conditions to Phase II Completion have not been satisfied and provides the Company, subject to its determination in reasonable detail, the reason(s) for such determination. In the event that (i) the Construction Consultant disapproves the Company’s Phase II Completion Certificate in accordance with the relevant provisions of Section 3.3clause (b)(ii) that each of the conditions set forth in Section 3.3 above or (other than Sections 3.3.4 through 3.3.6ii) has been satisfied, countersign the Company's Completion Certificate and forward the same pursuant to the Bank Agent, the Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificatethis paragraph (c), the Disbursement Agent may rely on advises the certifications of Company that the Companyconditions to Phase II Completion have not been satisfied, the Prime Contractor, Company shall revise and resubmit the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date shall be deemed to occur on the date the Disbursement Agent countersigns the Company's Completion Certificatecertificate. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a) No less than sixty thirty (6030) days prior to the anticipated Completion DateDate for a Project, the Company shall deliver notice of the anticipated Completion Date for such Project to the Disbursement Agent, the Construction Consultant, the Project Architect Architects and the Funding Agents. Thereafter, in order to cause Completion for such Project to occur, the Company shall deliver to the Construction Consultant, the Disbursement Agent, the Bank Agent, the Indenture Trustee Agent and the FF&E each Funding Agent the Company's ’s Completion Certificate relating to such Project, appropriately completed and duly executed by a Responsible Officer of the Company together with all attachments thereto. The Company's Completion Certificate shall indicate the date the Company believes the conditions to Completion will be satisfied, shall include the Completion Certificates of the Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, and shall set forth all other information required thereby, including the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date in order to achieve Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion of the Required Completion Amount calculated in accordance with the preceding sentence. (b) The Disbursement Agent shall, and shall instruct the Construction Consultant shall to, review the Company's ’s Completion CertificateCertificate for the applicable Project. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's ’s Completion Certificate, they shall request that the Company revise and resubmit the certificate. Within The Disbursement Agent shall promptly instruct the Construction Consultant to, within ten (10) Banking Days after their its receipt of the Company's ’s Completion CertificateCertificate for each Project, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the 2014 Notes Indenture TrusteeTrustee and the Company the Construction Consultant’s Completion Certificate with respect to such Project approving or disapproving the Company’s Completion Certificate. If the Construction Consultant disapproves the Company’s Completion Certificate, the FF&E Disbursement Agent and shall instruct the Construction Consultant to provide the Company, the Construction Consultant's Completion Certificatein reasonable detail, its reason(s) for such disapproval. (c) Within five (5) Banking Days after receipt by the Disbursement Agent of the Construction Consultant's ’s Completion Certificate approving the Company's ’s Completion CertificateCertificate for the applicable Project, the Disbursement Agent shall, subject to its reasonable determination (in accordance with the relevant provisions of Section 3.3) that each of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) to Completion of such Project has been satisfied, countersign the Company's ’s Completion Certificate for such Project and forward the same to the Bank Agent, the 2014 Notes Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date for the applicable Project shall be deemed to occur on the date the Disbursement Agent countersigns the Company's ’s Completion CertificateCertificate for such Project. (d) On the Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month period, the Disbursement Agent shall withdraw any remaining funds on deposit (i) in the Bank Proceeds Account and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agent.

Completion Date Procedures. (a) No less than sixty ten (6010) days prior to the anticipated Completion Date, the Company shall deliver notice Date of the anticipated Completion Date to the Disbursement Agent, the Construction Consultant, the Project Architect and the Funding Agents. Thereafter, in order to cause Completion to occurany Project, the Company shall deliver to the Construction Consultant, the Disbursement Agent, Agent and the Bank Agent, the Indenture Trustee and the FF&E Agent the Company's ’s Completion Certificate appropriately completed and duly executed by a Responsible Officer of the Company with all attachments theretothereto (including the certificates from each other Certifying Consultant). The Company's ’s Completion Certificate shall indicate the date the Company believes the conditions to anticipated Completion will be satisfied, shall include the Completion Certificates of the Date for such Project Architect, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer, and shall set forth all the other information required thereby, including the Project Punchlist Completion Amount for such Project and the aggregate amount of Project Costs anticipated to become due and payable after the Completion Date of such Project in order to achieve cause the Final Completion (the "Required Completion Amount"). The Required Completion Amount shall be based on the allocation rules set forth in Section 2.5 after subtracting amounts then on deposit in the Hard Costs Cash Management Account and the Company's Funds Account. The Company's Completion Certificate further shall set forth each Resort Component Funding Source's and the FF&E Facility's portion Date of the Required Completion Amount calculated in accordance with the preceding sentencesuch Project to occur. (b) The Disbursement Agent and the Construction Consultant shall review the each Company's ’s Completion Certificate. In the event that the Disbursement Agent or the Construction Consultant discovers any mathematical or other minor errors in the Company's ’s Completion Certificate, Certificate they shall request that the Company to revise and resubmit the certificate. Within ten five (105) Banking Days days after their its receipt of the a Company's ’s Completion CertificateCertificate for a Project, the Construction Consultant shall deliver to the Disbursement Agent, the Bank Agent, the Indenture Trustee, the FF&E Agent and the Company, the Construction Consultant's ’s Completion Certificate. (c) Within five (5) Banking Business Days after receipt by the Disbursement Agent of the Construction Consultant's ’s Completion Certificate approving the Company's ’s Completion CertificateCertificate for a Project, the Disbursement Agent shall, subject to its determination (in accordance with that the relevant provisions of Section 3.3) that each of the conditions set forth in Section 3.3 (other than Sections 3.3.4 through 3.3.6) required documentation has been satisfieddelivered in the form required by this Agreement and executed by the appropriate parties, countersign the Company's Completion Certificate and forward the same to the Company and the Bank Agent, the Indenture Trustee and the FF&E Agent. In determining whether to approve the Company's Completion Certificate, the Disbursement Agent may rely on the certifications of the Company, the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer, the Aqua Theater Designer, the Construction Consultant and the Project Architect set forth in their respective Completion Certificates. The Completion Date act of forwarding such documentation shall be deemed to occur on the date be the Disbursement Agent countersigns Agent’s confirmation that the Company's Completion Certificaterequired documentation has been delivered in the form required by this Agreement. (d) On the first Business Day following the Last Primary Project Completion Date, before 12:00 p.m. New York, New York time, (i) the Bank Lenders shall deposit or cause to be deposited in the Bank Proceeds Account the Bank Credit Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, (ii) the FF&E Lenders shall deposit or cause to be deposited in the FF&E Proceeds Account the FF&E Facility's portion of the Required Completion Amount calculated in accordance with Section 2.5 and subsection (a) above and set forth in the Company's Completion Certificate, and (iii) if the difference (in each case provided that after giving effect to the Advance contemplated in clause (i) above) of (A) the unutilized "Revolving Credit Commitments" as defined in the Bank Credit Agreement (specifically including, however, the $3,000,000 portion of the Bank Revolving Facility which will not be made available to such release the Company for the payment of Project Costs) minus (B) any revenues of the Project that have been used to prepay the Loans under the Bank Revolving Facility from and after the Opening Date, is less than the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category, then the Disbursement Agent shall transfer to the Bank Agent sufficient funds from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account (if the funds then on deposit in the Completion Guaranty Deposit Account are not sufficient to make such transfer) in an amount equal to the amount by which the aggregate Remaining Costs for the "Working Capital Requirements at Opening" Line Item Category exceeds such difference, and the Bank Agent shall apply such amounts to the prepayment of Loans under the Bank Revolving Facility pursuant to Section 2.12(c)(iv) of the Bank Credit Agreement. (e) be In the event that the Final Completion Date shall not have occurred within six (6) months from the Completion Date, then on the expiration of such six (6) month periodBalance, the Disbursement Agent shall withdraw any remaining funds release to the Company all amounts on deposit (i) in the Bank Proceeds Sales Deposit Account so long as no Event of Default or Potential Event of Default has occurred and deliver such funds to the Bank Agent and (ii) in the FF&E Proceeds Account and deliver such funds to the FF&E Agentis continuing.