Common use of Conditions to Disbursements Clause in Contracts

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) of the conditions described below with respect to a Project, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates: (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower shall have caused the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the AgentAdministrative Agents) of the conditions described below with respect to a Projectbelow, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates: (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iviii) the certifications of the Construction Manager and the Architect substantially in the forms form of Exhibits Exhibit 1 and 2 to Exhibit J-1the Disbursement Request, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 B have been satisfied such that the Construction Consultant is able to deliver such confirmation formcertificate and the applicable Cost Consultant Letter shall have been delivered to the Disbursement Agent; (c) The With respect to any Project Completion Costs contained in a Disbursement Request for which one or more a mechanic’s liens or similar liens have been filed, Borrower shall have caused the Title Company to will have delivered to the Agent, the Disbursement Agent applicable Title Company and the Construction Consultant an updated title search identifying all Liens Administrative Agents fully executed settlement and release agreements (including applicable lien waivers) the terms of record through a date not more than 30 days prior which require the lienholder to the discharge such applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent;mechanic’s liens. (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a the Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation material error, inaccuracy, misstatement or omission of the condition material fact in Section 4.1.2 (j)(i)any Disbursement Request or in any exhibit or attachment thereto; (ge) With respect to each Disbursement Request other than the first Disbursement Request issued hereunderRequest, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (Ai) the amounts previously drawn by such the Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, Account to pay Permitted Fund Uses Project Completion Costs have, in fact, been used to pay Permitted Fund Uses Project Completion Costs in accordance with the Project Completion Budget and the applicable Disbursement Request (in the case of monies drawn from or have been deposited back into the Construction Disbursement Account), ) and (Bii) after giving effect to the requested Disbursement, the balance sufficient funds shall remain on deposit in the applicable Disbursement Agent Accounts to pay in full all then outstanding Project Completion Costs subject to and in accordance with the Project Completion Budget. (f) The Borrower shall have submitted to the Disbursement Agent and the Construction Disbursement Account will not exceed Consultant an ALTA 33-06 disbursement endorsement to the title insurance policy issued in connection with the Revolving Credit Agreement, which endorsement shall recognize the amount required of the disbursement to pay Project Costs for be made pursuant to the applicable Project then due current Disbursement Request and payable as specified in the aggregate amount of all disbursements made pursuant to the applicable Disbursement Request and/or Requests (including the balance current disbursement), shall amend the effective date of coverage with respect to mechanics liens to the date of such disbursement, and shall disclose no new mechanic’s liens exceptions to title coverage other than (i) mechanic’s liens set forth on Schedule 6.02(b) of the Revolving Credit Agreement, (ii) additional mechanic’s liens not set forth on Schedule 6.02(b) in an amount with respect to all Disbursement Requests not to exceed in the Draw Accounts will aggregate the amount of the Lien Reserve and (iii) such other Liens as may be acceptable to the Required Lenders and which shall state that there are no additional survey exceptions not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicablepreviously approved by Disbursement Agent. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (ig) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be is being cured in connection with by such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers Borrower and the Construction Manager Architect in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 4.1.2(a) through 4.1.2(f) have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Administrative Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 obligation to authorize or make any disbursements of any TI/Leasing Commissions/Capital Improvement Funds hereunder shall be subject to the following terms, restrictions, requirements and conditions, each of which may . All items required to be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) of the conditions described below with respect delivered to a Project, the Disbursement Administrative Agent shall make or cause be delivered by Borrowers at Borrowers’ sole cost and expense and shall be, in each case, in form and substance reasonably acceptable to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates:Administrative Agent. (a) The applicable Borrower shall A. Borrowers have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to Administrative Agent not less than fifteen (15) days prior to the amounts date of the requested for disbursement, together with (i) any and all schedules thereto substantially other reasonable documentation evidencing Borrowers’ satisfaction of the disbursement conditions set forth in the form contemplated thereby; this Section 4.3.4, as may be reasonably requested by Administrative Agent, and (ii) a certification from Borrowers that Borrowers have delivered to Administrative Agent all Lien releases of the documents and waivers information required in this Section 4.3.4. B. Administrative Agent shall not be obligated to be attached under clause disburse any TI/Leasing Commissions/Capital Improvement Funds: (ci) of such Disbursement Request, in the forms of Exhibits C-1 on any day that is not a Business Day; (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement fundsii) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other more frequently than with respect to Deferred Subcontractor Waivers, once per calendar month; (iii) a certification by such Borrower that in increments of less than the Substantial Completion Date lesser of such Borrower’s Project is expected to occur (a) One Hundred Thousand Dollars ($100,000) per disbursement and (b) the amount of TI/Leasing Commissions/Capital Improvement Funds then on or before deposit in the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurredTI/Leasing Commissions/Capital Improvement Reserve Account; and or (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, for any Tenant Improvement Costs/Leasing Commissions/Capital Improvement Costs incurred or paid more than one (1) year prior to the extent required pursuant to the terms date of the Disbursement Request;. (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower C. No Default or Event of Default shall have caused the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project exist as of the date of the Disbursement Request pursuant or the date on which the disbursement is to be funded. D. Administrative Agent shall have received evidence to its reasonable satisfaction that Lender continues to have a first priority Lien under each First Mortgage, a second Lien under each Second Mortgage and a third Lien under each Third Mortgage, including, at Administrative Agent’s sole option, receipt of title reports showing Administrative Agent’s first priority Lien under each First Mortgage, second priority Lien under each Second Mortgage and third priority Lien under each Third Mortgage, as of the date of disbursement, and showing such Liens to be subject to no exceptions to title to any 153251886 Loan Agreement (NY Loan) - GTJ Portfolio Refinancing - AIG Individual Property other than the Loan Documents, the Third Mortgages and the Permitted Encumbrances. E. With respect to disbursement of TI/Leasing Commissions/Capital Improvement Funds for Tenant Improvement Costs and/or Leasing Commissions: (i) The Tenant Improvement Costs and Leasing Commissions have been incurred in connection with an Approved Lease. (ii) Administrative Agent has approved (in writing) the applicable Tenant and Lease for which disbursement is requested or such Lease is a “Safe Harbor Lease” (any such Lease an “Approved Lease”), and Administrative Agent has received a fully executed copy of such Approved Lease. F. Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that all amounts owed to third parties in connection with the applicable Tenant Improvements, Leasing Commissions and Capital Improvements are due and have been paid, or if not yet paid, have been incurred and will be paid by the requested disbursement (including a certification signed by Borrowers confirming the same, billing statements, invoices and, at Administrative Agent’s option, lien waivers (final or conditional upon payment from the proceeds of the applicable Disbursement Request) from any general contractor or potential lienor under applicable Legal Requirements); provided that if any TI/Leasing Commissions/Capital Improvement Funds are disbursed hereunder based on receipt of conditional lien waivers, then no additional TI/Leasing Commissions/Capital Improvement Funds will be disbursed until Administrative Agent has received final unconditional lien waivers with respect to the terms applicable Tenant Improvements, Leasing Commissions and Capital Improvements for which TI/Leasing Commissions/Capital Improvement Funds were previously disbursed. G. With respect to disbursement of Section 4.6 shall TI/Leasing Commissions/Capital Improvement Funds for Tenant Improvement Costs and/or Capital Improvement Costs: (i) Administrative Agent has approved the budget for the Tenant Improvement Costs related to the applicable Approved Lease and/or the budget for the Capital Improvement Costs, as applicable, and Administrative Agent has received a reasonably detailed description of the Tenant Improvement Costs and/or Capital Improvement Costs to which the requested funds are to be applied, cross referenced against the applicable approved budget, together with evidence that such costs have been incurred in accordance with such approved budget or shall substantially concurrent with that such expenditures have otherwise been approved by Administrative Agent in writing. (ii) Administrative Agent has received (x) evidence in form and substance reasonably satisfactory to Administrative Agent that the making Tenant Improvements and/or Capital Improvements, as applicable, have been approved by all applicable Governmental Authorities and any other parties from whom approval is required and (y) a certificate signed by Borrowers, and, if the Tenant Improvement Costs and/or Capital Improvement Costs in respect of such Disbursement be deposited in the Company Account; Tenant 153251886 Loan Agreement (eNY Loan) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost - GTJ Portfolio Refinancing - AIG Improvements and/or Capital Improvements are in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof50,000.00, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have if an architect and/or engineer has been satisfied engaged with respect to the Tenant Improvements and/or Capital Improvements, a certificate signed by such Unincorporated Materials: architect and/or engineer (i) certifying that all Unincorporated Materials for applicable Tenant Improvements and/or Capital Improvements (or portions thereof) to which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement requested funds are to be disbursed areapplied have been (a) satisfactorily completed in accordance with approved plans and specifications (if any) and in accordance with all required Permits, or will be upon full paymentand (b) approved by all applicable Governmental Authorities and any other parties from whom approval is required, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans certifying that all required Permits for such Tenant Improvements and/or Capital Improvements have been obtained, and Specifications, to the extent applicable; (iii) attaching copies of all Unincorporated Materials are properly inventoriedsuch approvals and Permits. (iii) At Administrative Agent’s option, securely stored(i) Administrative Agent’s employee, protected against theft and damage at such Project site construction consultant or if not located at such Project site, that such Borrower has (X) instructed other representative of Administrative Agent shall have conducted an inspection confirming satisfactory completion of the applicable contracting party Tenant Improvements and/or Capital Improvements (or portions thereof) to so secure and protect such Unincorporated Materialswhich the requested funds are to be applied, and (Yii) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address Administrative Agent has received photographs evidencing completion of the applicable contracting party supplying Tenant Improvements and/or Capital Improvements (or manufacturing such Unincorporated Materials); and portions thereof) to which the requested funds are to be applied. (iv) all Unincorporated Materials are adequately insured against casualtyPrior to the final disbursement of funds for any Tenant Improvement and/or Capital Improvement, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoingapplicable Legal Requirements, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause Administrative Agent has received either (i) above; provided thata final or temporary certificate of occupancy (or the legal equivalent satisfactory to Administrative Agent) for the applicable portion of the Property, prior or (ii) evidence satisfactory to Administrative Agent that an application for a final certificate of occupancy (or the first disbursement under any contract for Unincorporated Materials legal equivalent satisfactory to Administrative Agent), together with all necessary accompanying paperwork, has been filed with the applicable governmental authority, as certified by an architect’s certificate signed by Borrowers’ architect. (v) If “punchlist” items remain to be completed with respect to the Wheel Component applicable Capital Improvements, an amount equal to one hundred twenty-five percent (125%) of the aggregate cost to complete such punchlist items shall be retained by Administrative Agent until all such punchlist items have been completed. (vi) If Borrowers elect to request disbursements of portions of the TI/Leasing Commissions/Capital Improvement Funds for portions of any Capital Improvement, and there are multiple disbursements following final completion of such Capital Improvement, then (i) Administrative Agent shall retain a “holdback” equal to ten percent (10%) of the amount of the fixed price or guaranteed maximum price contract for such Capital Improvement until such Capital Improvement has been fully completed in accordance with the Loan Documents, and (ii) Borrowers shall deliver to Administrative Agent a certificate of an individual cost engineer or architect approved by Administrative Agent stating the amount required to complete such Capital Improvement. If such amount is in excess of $25,000,000the balance of the TI/Leasing 153251886 Loan Agreement (NY Loan) - GTJ Portfolio Refinancing - AIG Commissions/Capital Improvement Funds available for such Capital Improvement in accordance with the budget approved by Administrative Agent pursuant to Section 4.3.4(G)(i), Linq Borrower as reasonably determined by Administrative Agent, then no disbursements of TI/Leasing Commissions/Capital Improvement Funds shall collaterally assign be made until Borrowers have expended Borrowers’ own funds towards the completion of such Capital Improvement in an amount equal to such excess. In addition, without limiting the foregoing provisions of this section, Borrowers shall be required to cause the final completion of each Capital Improvement even if the portion of the TI/Leasing Commissions/Capital Improvement Funds deposited in the TI/Leasing Commissions/Capital Improvement Reserve Account that are allocated for such Capital Improvement are not sufficient to pay all of the costs and expenses required in order to achieve such final completion. H. With respect to disbursement of TI/Leasing Commissions/Capital Improvement Funds for Tenant Improvement Costs: (i) Administrative Agent shall not be obligated to disburse any TI/Leasing Commissions/Capital Improvement Funds from the TI/Leasing Commissions/Capital Improvement Reserve Account in an aggregate amount for all Tenant Improvements in respect of an Approved Lease greater than an aggregate amount equal to the sum of (a) (I) the portion of the space (if any), measured in square feet, demised pursuant to such Approved Lease as office space times (II) $15.00, and (b)(I) the portion of the space (if any), measured in square feet, demised by such Approved Lease as industrial space, times (II) $5.00. (ii) Prior to the final disbursement of funds for any Tenant Improvement, Administrative Agent such contract and obtain has received an estoppel certificate from the other party Tenant under the applicable Approved Lease for which disbursement is requested in the form attached hereto as Exhibit C. I. With respect to such contract disbursement of TI/Leasing Commissions/Capital Improvement Funds for Leasing Commissions: (i) Administrative Agent shall have received (a) a customary consent to such assignmentreasonably detailed description of the transaction for which the Leasing Commissions were incurred, as determined by (b) the Linq Borrower identities of the parties involved in good faiththe transaction, (c) a copy of the agreement under which the commission was paid or such consent that is reasonably acceptable to has become payable (the Agent. The Construction Consultant may, but “Leasing Commissions Agreement”) and (d) the amount of the commission and an explanation of how the commission was calculated. (ii) Administrative Agent shall not be required to make any disbursement to the extent the Leasing Commissions for which such disbursement is requested (unless requested a) are not required to do so by be paid pursuant to any Leasing Commissions Agreement, or (b) will be paid to an Affiliate of Borrowers to the Disbursement Agent), visit the site of and observe the Unincorporated Materials at extent such Borrower’s expense Leasing Commissions are in order to confirm the accuracy excess of the confirmation that such Unincorporated Materials located on such Project site then market rate commission for similar leases, as approved in writing by Administrative Agent, or (c) are so secured and protected as required under subclause (iii) above. (f) No responsible officer in excess of the Disbursement Agent shall have received a written certification greater of (including a Disbursement RequestI) from a Borrower 6% of the base rent payable over the first five years of the applicable 153251886 Loan Agreement (iNY Loan) that a Default or an Event - GTJ Portfolio Refinancing - AIG Approved Lease and 6% of Default exists and remains uncured (other than any Default or Event the base rent payable over the remainder of Default that is being cured by such Disbursement) the lease term or (ii) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (AII) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Accountthen market rate commission for similar leases, as applicable, to pay Permitted Fund Uses have, approved in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicablewriting by Administrative Agent. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Agent’s compliance with approval of a Disbursement Request for a Project as provided in Section 4.1.1 4.1.1(a)(ii) shall be subject to the following conditions, each . Upon receipt of which may be waived in whole or part by the Agent or Construction Consultant’s approval of the Disbursement Agent. Upon Request and satisfaction (or waiver by the Agent) of the conditions described below with respect to a Projectbelow, the Disbursement Agent shall instruct the Account Bank to make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates:4.1.1(b): (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien any lien releases and waivers affidavits (if any) and agreements to the extent customarily obtained from such payees; (iii) all certifications required to be attached under clause (c) of such included in the Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) including a certification by such the Borrower that the Substantial Completion Date of such Borrower’s Project (to the extent it has not already occurred) is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Casino Opening Date of such Borrower’s Project (to the extent it has not already occurred) is expected to occur on or before the Scheduled Casino Opening Date; (iv) a certification by the Borrower of compliance with the then-applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurredProject Budget and Project Cost Schedule; and (ivv) the certifications of the Construction Manager and the Architect Consultant substantially in the forms form of Exhibits Exhibit 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 Borrower shall have been satisfied such confirmed that the Administrative Agent, the Collateral Agent and the Construction Consultant is able shall have received (i) copies of each Key Contract executed on or before the date of such Disbursement Request, together with a 18 Consent signed by the counterparty to deliver such confirmation formKey Contract if and to the extent required under Section 6.3; and (ii) copies or originals, as the case may be, of all performance security, parent guaranties, bonds or other performance assurances as any counterparty to such Key Contract may be required to provide pursuant to such Key Contract (which performance assurances shall be in form and substance reasonably satisfactory to Administrative Agent and otherwise consistent with customary industry standards, and shall name the Collateral Agent as a co-obligee or beneficiary, as applicable); (c) The With regard to any Disbursement occurring subsequent to the Closing Date, the Borrower shall have caused satisfied the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the AgentPayment Acknowledgment Deliverables Requirement; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant (and the Disbursement Agent shall have received written confirmation of such delivery from the Construction Consultant) a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 purchased or manufactured for incorporation into the applicable Project for which such the Borrower intends to has paid, or will pay with from the proceeds of the Disbursement Disbursement, all or a portion of the purchase price thereof, thereof but which, at the time of the Disbursement Request, (x) are not located at such the Project site, or (y) are located at such the Project site but are not expected to be incorporated into such the Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) days after such Disbursement Request (such materialsthe materials described in clauses (x) and (y), collectively, the “Unincorporated Materials”) and including the cost thereofof such Unincorporated Materials, together with a certification evidence reasonably satisfactory to the Construction Consultant that the following conditions have been satisfied with respect to such Unincorporated Materials: : (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Partythe Borrower, as and all lien rights or claims of the supplier have been or will be released simultaneously with such full payment and such payment shall be evidenced by paid invoices, the bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; Construction Consultant; (ii) the Unincorporated Materials are consistent with the Final Plans and Specifications, to the extent applicable; ; (iii) all Unincorporated Materials are (to the extent not in fabrication) properly inventoried, securely stored, protected against theft and damage at such the Project site or if not located at such Project site, that such Borrower other location which has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) been specifically identified such other location(s) by its complete address to the Construction Consultant (or if such the Borrower cannot provide the complete address of a the current storage location, listed the Borrower shall list the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and ; (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs under policies naming the Collateral Agent as an additional insured and the Disbursement Agent as loss payee to the extent required under the Loan Documents. Notwithstanding ; (v) the foregoingamounts paid by the Borrower in respect of all Unincorporated Materials, when combined with the amounts paid by the Borrower in respect to of “Unincorporated Materials” under and as defined in the Building Loan Disbursement Agreement (in each case, that constitute Unincorporated Materials related to or “Unincorporated Materials” under and as defined in the Wheel Component, Building Loan Disbursement Agreement at the certification provided need not include time the content calculation of such amounts is made for the purposes of this clause (i) above; provided thatv)), prior to are at no time more than $40,000,000 in the first disbursement under aggregate, plus any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined additional amounts reasonably approved by the Linq Borrower Disbursement Agent in good faithconsultation with the Construction Consultant; and (vi) the Construction Consultant shall have confirmed the satisfaction of the condition required in subparagraph (iii) above in its reasonable discretion, or such consent that is reasonably acceptable to and in connection therewith the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent)to, upon reasonable prior notice and at reasonable times, visit the site of and observe inspect the Unincorporated Materials at such the Borrower’s expense in order expense; (e) The Disbursement Request on its face has been completed as to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured information required therein and protected as all required under subclause (iii) above.attachments, have been attached; (f) No responsible officer of the Disbursement Agent Responsible Officer shall have received a written certification notice (including a Disbursement Request) from a Borrower any of the Borrower, the Collateral Agent, the Administrative Agent or the Construction Consultant (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event those that would be cured upon the making of Default that is being cured by such the subject Disbursement) , as hereinafter provided), or (ii) of any violation material error, inaccuracy, misstatement or omission of material fact in any Disbursement Request or in any exhibit or attachment thereto or any information provided by the condition in Section 4.1.2 (j)(i)Borrower which has not been theretofore corrected; (g) The Borrower shall have paid or arranged for payment, out of the requested Disbursement or otherwise, of all fees, expenses, charges and Debt Financing Costs as defined in the Building Loan Disbursement Agreement due and payable under the Loan Documents, as certified by the Borrower to the Disbursement Agent; (h) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on and substantiated to the date Construction Consultant’s reasonable satisfaction (as set forth in the Construction Consultant’s certificate substantially in the form of each Exhibit 1 to the Disbursement Request) in the manner contemplated by the Disbursement Request, that (Ai) the amounts previously drawn by such the Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, Accounts to pay Permitted Fund Uses Project Costs have, in fact, been used to pay Permitted Fund Uses Project Costs in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), Budget; and (Bii) after giving effect to the requested Disbursement, the balance in the applicable Construction Project Disbursement Account (other than any amounts on account of interest earned on amount on deposit therein) will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or and the balance in the Draw Accounts Project Cash Management Account will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfiedCash Management Allowance; (i) Each of the following conditions precedent The Project shall have been satisfied or waived: (i) each of the representations and warranties made be In Balance, as certified by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; andrelevant Disbursement Request; (iij) no Default or Event The absence of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default Default, as certified by the Borrower in the relevant Disbursement Request (other than those that would be cured in connection upon the making of the subject Disbursement, as hereinafter provided); (k) The Borrower shall have delivered to the Construction Consultant a written report of the fixtures, furniture and equipment purchased on or prior to the applicable Disbursement Request (or otherwise to be purchased with such the proceeds of the subject Disbursement). The , the costs of which are included (or are to be included) in the “FF&E” Line Item or the “Other FF&E” Line Item, which report shall identify to which of such Line Items such costs have been allocated and shall otherwise be in form and substance reasonably acceptable to the Construction Consultant; (l) To the extent that an Update Endorsement is not being simultaneously delivered pursuant to the terms of the Building Loan Disbursement Agreement because the “Accounts” thereunder (other than the Building Loan Interest Reserve Account) have been “Exhausted” (as defined therein), the Borrower shall have caused the Title Company to have delivered to the Administrative Agent, the Collateral Agent, the Disbursement Agent and the Construction Consultant a title search report, dated as of the date of such Disbursement (each such report, the “Title Search”) which Title Search shall demonstrate that that there are no intervening Liens which may then or thereafter take priority over the Lien of the Mortgages (other than Senior Permitted Liens (but subject to Reserved Lien Funds)); and (m) The Borrower has provided Disbursement Agent with copies of the most recent monthly statements from each Account Bank with regard to balances in the Accounts. The Disbursement Agent shall be entitled to rely upon the certifications of the Borrowers Borrower and the Construction Manager Consultant in the relevant Disbursement Request in determining that the conditions specified in Sections this Section 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate. For purposes of determining whether the condition to Disbursement set forth in Section 4.1.2(j) has been satisfied, any Default or Event of Default that would be cured upon the application of the requested Disbursement of funds shall not be deemed a Default or Event of Default hereunder, and such curing Disbursement may be made, at the request of the Administrative Agent, directly to the payee(s) thereof.

Conditions to Disbursements. The Disbursement Administrative Agent’s compliance with approval of a Disbursement Request for a Project as provided in Section 4.1.1 4.1.1(b) shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) Administrative Agent of the conditions described below with respect to a Project, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates:conditions: ( (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with with: (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases conditional lien waivers and waivers required release of lien rights in Florida statutory form from the applicable Contractors (other than Contractors that are subcontractors of another Contractor) with respect to be attached under clause (c) of the Project Costs subject to such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments which are to be paid to the Contractors, excluding Retainage Amounts and Disputed Amounts. (iii) unconditional lien waivers and release of lien rights in Florida statutory form from the applicable Disbursement funds), C-2 Contractors (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than Contractors that are subcontractors of another Contractor) with respect to Deferred Subcontractor Waiversthe Project Costs through the periods covered by all prior Disbursements (as identified on the corresponding Disbursement Requests), excluding Retainage Amounts and Disputed Amounts; and (iiiiv) a certification by such the Borrower that the Substantial Final Completion Date of such Borrower’s Project (to the extent it has not already occurred) is expected to occur on or before the applicable Scheduled Final Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request;Deadline. (b) The requirements set forth in Exhibit J-2 Administrative Agent shall have been satisfied received copies of each Key Construction and Design Contract executed on or before the date of such that Disbursement Request, together with a consent signed by the counterparty to such Key Construction Consultant is able and Design Contract if and to deliver such confirmation form; the extent required under Section 6.3; (c) The Borrower shall have caused the Title Company to have delivered to the Agent, Administrative Agent and the Disbursement Agent and an endorsement (an “Update Endorsement”) to each Title Policy delivered pursuant to Section 5.10(c) of the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior Credit Agreement in form reasonably acceptable to the applicable Administrative Agent (such endorsement to provide mechanic’s lien coverage and advance the effective date of the Title Policy to the last day of the period covered by the immediately preceding Disbursement as identified in the corresponding Disbursement Request Date without adding any additional exclusions or exceptions to coverage) and any other endorsement or report necessary in order to insure or reflect the continuing priority of the Lien of the Mortgage as security for the requested Disbursement and confirming and/or insuring or reflecting that through the last day of the period covered by the immediately preceding Disbursement as identified in the corresponding Disbursement Request, (i) there are no exceptions to the coverage of the Title Policy and (ii) there are no intervening Liens or encumbrances with respect to which may then or thereafter take priority over the applicable Project, Lien of the Mortgage other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or the Permitted Encumbrances and (y) any other exceptions to title that are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Administrative Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.20

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) of the conditions described below with respect to a Projectin this Section 6.1 and in Section 4.1, the Disbursement Agent shall make or cause to be made the Disbursements specified disbursements described in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each from the Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect Account to the applicable Project to which the Disbursement Request relatesDisbursed Funds Account: (a) The applicable Borrower Disbursement Agent shall have received the Disbursement Amount; (b) The Disbursement Agent shall have delivered the Disbursement Agent’s Closing Certificate to the Trustee and the Issuer, and each such document shall have been executed and completed as to the information required therein, and the required exhibits and attachments, if any, shall be attached thereto; (c) The Disbursement Agent shall have received confirmation from the Issuer that the Disbursed Funds Account has been established and a control agreement entered into with respect thereto; (d) The Issuer shall have submitted to the Disbursement Agent and the Construction Consultant Trustee a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower shall have caused the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 4, that shall have been or executed and completed as to the information required therein, and the required schedules, exhibits and attachments, if any, shall substantially concurrent with the making of such Disbursement be deposited in the Company Accountattached; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall not have received a written certification (including a Disbursement Request) from a Borrower (i) notice that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default has occurred and remains continuing; and (f) The Issuer shall have certified that is being cured by any amounts deposited into the Disbursed Funds Account pursuant to any previous Disbursement Requests (other than Advance Disbursements permitted to be outstanding under this Agreement) shall have been paid to the respective parties (i) identified on Schedule 1 of each such Disbursement) previous Facilities Disbursement Request or (ii) of any violation of subsequently identified by the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified Issuer to the Disbursement Agent on in a schedule or schedules included in the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses Supporting Documentation submitted in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date6.2 below, except for representations such limited payments relating to amounts deposited in the Disbursed Funds Account pursuant to any and warranties expressly stated to relate all previous Disbursement Requests withheld by the Issuer for good cause and set forth on Schedule 2 to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Facilities Disbursement Request in determining that the conditions specified in Sections 4.1.2 have or Schedule 1 to an Advance Disbursement Request, as applicable (together with a brief explanation as to why such payment has been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccuratewithheld).

Conditions to Disbursements. The Disbursement Agent’s Agents’ compliance with a Disbursement Request for a Project the Development as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Administrative Agent. Upon satisfaction (or waiver by receipt of written notice from the Agent) Administrative Agent that all of the conditions described below with respect to a Projecthave been satisfied or waived by the Administrative Agent, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It If the Administrative Agent is understood and agreed satisfied that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely precedent have been met with respect to only a portion of certain costs, expenses or reimbursements requested, then it shall specify which portion of the applicable Project costs, expenses or reimbursements shall be made in the notice to which the Disbursement Request relates:Agent. (a) The applicable Borrower shall have submitted to the Disbursement Administrative Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and or L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements) (with immaterial modifications thereto as may be reasonably required by such Materials Contractor/Subcontractor, or in a form(s) otherwise reasonably satisfactory to the Administrative Agent and the Construction Consultant), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such the Borrower that that, assuming receipt of funds, the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.116.7) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.116.7), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager Manager(s) and the Architect Architect(s) substantially in the forms of Exhibits 1 and 2 to Exhibit J-1J-1 (or in forms otherwise reasonably satisfactory to the Construction Consultant and the Administrative Agent), to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower shall have caused the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, gaming or other equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project Property for which such the Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project sitethe Property, or (y) are located at such Project site the Property but are not expected to be incorporated into such Project the Property within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereofof such Unincorporated Materials, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed disbursed, are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Administrative Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or the Property, or, if not located at such Project sitethe Property, that such the Borrower has (Xx) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, Materials and (Yy) specifically identified such identified, to the best of the Borrower’s knowledge (without investigation other location(s) by complete address (or if such Borrower cannot provide than inquiry to the complete address of a current applicable Construction Manager), the most recent storage location, listed the name and complete address of location and/or the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are reasonably adequately insured against casualty, loss and theft for an amount equal to their replacement costs (to the extent required under the Loan Documents. Notwithstanding ); provided, however, that the foregoingBorrower shall be obligated to include on such written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request, with respect to and make such certification as to, only those items of Unincorporated Materials related to for which the Wheel ComponentBorrower paid, when taken together with the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract amounts paid for all other Unincorporated Materials with respect to then outstanding as of the Wheel Component with an individual cost date of such certification, in excess of $25,000,0005,000,000 in the aggregate (by way of example only, Linq Borrower shall collaterally assign to if the Agent such contract and obtain from costs paid for the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the then-outstanding Unincorporated Materials totaled $7,000,000, the Borrower must include in such inventory and make such certification as to at such Borrower’s expense in order to confirm the accuracy least $2,000,000 worth of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(iMaterials); (gd) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Administrative Agent on the date of each Disbursement that (A) the amounts previously drawn by such the Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, Account or the Initial Company Account, as applicable, to pay Permitted Fund Uses (other than Land Acquisition Costs) have, in fact, been used (or will be used in conjunction with such further Disbursement Request) to pay Permitted Fund Uses (other than Land Acquisition Costs) in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts Account will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.52.3.6, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject As to the following conditionsany disbursement, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) of the conditions described below with respect OBDD has no obligation to a Project, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the disburse funds unless all following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relatesare met: (a1) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project There is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower shall have caused the Title Company to have delivered to the Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred Default. (2) The representations and be continuing warranties made in this Contract are true and correct on such the date or immediately after giving effect to the Disbursements requested to be of disbursement as if made on such date date. (3) The OBDD has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within OBDD’s biennial appropriation or limitation. Notwithstanding the preceding sentence, payment of funds by OBDD is contingent on OBDD receiving appropriations, limitations, allotments or other than expenditure authority sufficient to allow OBDD, in the exercise of its reasonable administrative discretion, to continue to make payments in accordance with the terms of this Agreement, and notwithstanding anything in the Agreement, occurrence of such contingency does not constitute an event of default. Upon occurrence of such contingency, OBDD has no further obligation to disburse funds to Recipient. (4) The OBDD (a) has received a completed Disbursement Request, (b) has received any Default written evidence of materials and labor furnished to or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely work performed upon the certifications Project, itemized receipts or invoices for payment, and releases, satisfactions or other signed statements or forms as OBDD may require, (c) is satisfied that all items listed in the Disbursement Request are reasonable and that the costs for labor and materials were incurred and are properly included in the Costs of the Borrowers Project, and the Construction Manager in the relevant Disbursement Request in determining (d) has determined that the disbursement is only for costs defined as eligible costs under the Act and any implementing administrative rules and policies. (5) Recipient has delivered documentation satisfactory to OBDD that, in addition to the Financing Proceeds, Recipient has available or has obtained binding commitments for all funds necessary to complete the Project. (6) Any conditions specified to disbursement elsewhere in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications this Contract are inaccuratemet.

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Administrative Agent) of the conditions described below with respect to a Projectbelow, the Disbursement Agent shall make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates: (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, ; (iii) a certification by such the Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable milestone date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms form of Exhibits 1 and 2 to Exhibit J-1the Disbursement Request, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 A-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation formcertificate; (c) The Administrative Agent, the Second Lien Collateral Agent, the Disbursement Agent and the Construction Consultant shall have received copies of the Energy Services Agreement if executed after the most recent Disbursement Request submitted prior to the current Disbursement Request, together with a Consent signed by the counterparty to such Energy Services Agreement; (d) With respect to any Disbursement Request issued after the Closing Date, the Borrower shall have caused the each applicable Title Company to have delivered to the Administrative Agent, the Second Lien Collateral Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior reasonably acceptable to the Disbursement Agent that is reasonably close to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to which may then or thereafter take priority over the applicable ProjectLien of each Mortgage, other than the Permitted Liens or with respect described in Section 6.2 of the First Lien Credit Agreement and any other exceptions to Permitted Amounts, together with a construction loan update endorsement in form and content title that are reasonably satisfactory acceptable to the Administrative Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 3 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 purchased or manufactured for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds a value of the Disbursement all $5,000,000 or a portion of the purchase price thereof, more but which, at the time of the Disbursement Request, (x) are not located at such the Project sitesite and for which the Borrower has paid or intends to pay with the proceeds of the Disbursement all or a portion of the purchase price, or (y) are located at such the Project site but are not expected to be incorporated into such the Project within a reasonable period of time (but in any event, not to exceed one one-hundred eighty (180) daysdays unless otherwise approved by the Construction Consultant) after such Disbursement Request and for which the Borrower has paid or intends to pay with the proceeds of the Disbursement all or a portion of the purchase price (such materials, the “Unincorporated Materials”) and including the cost value thereof, together with a certification evidence reasonably satisfactory to the Construction Consultant that the following conditions have been satisfied with respect to such Unincorporated Materials: : (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, be owned by a Loan Party, as evidenced by paid invoices, the bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; Construction Consultant; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; ; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such the Project site or if not located at such Project site, that such Borrower other location which has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) been specifically identified such other location(s) by its complete address to the Construction Consultant (or if such the Borrower cannot provide the complete address of a the current storage location, listed the Borrower shall list the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and ; (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent under policies required under the Loan Documents and the Notes Documents. Notwithstanding ; (v) the foregoing, with amounts paid by the Loan Parties in respect to of contract deposits for Unincorporated Materials related are not more than 30% of each respective total contract value; provided that (i) the Disbursement Agent, in consultation with the Construction Consultant, at the request of the Borrower, may in its reasonable discretion from time to time agree to increase such 30% threshold, and (ii) from the Wheel Componentdate hereof until such time as this Agreement is terminated pursuant to Section 10 hereof, the certification provided need not include Borrower may exceed such 30% threshold by no more than $5,000,000 in the content aggregate without receiving the approval of the Disbursement Agent as specified in clause (i) above; provided thatand (vi) the Construction Consultant shall have confirmed the accuracy of the certification required in subparagraph (iii) above, prior to and in connection therewith the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement AgentAgent and/or the Architect), visit the site of and observe inspect the Unincorporated Materials at such the Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above.expense; (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a the Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation material error, inaccuracy, misstatement or omission of the condition material fact in Section 4.1.2 (j)(i)any Disbursement Request or in any exhibit or attachment thereto; (g) The Borrower shall have paid or arranged for payment out of the requested Disbursement of all fees and expenses then due and payable under the Loan Documents and Notes Documents, as certified by the Borrower to the Disbursement Agent; (h) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement (i) that the amounts previously drawn by the Borrower from the Construction Disbursement Account and/or the Cash Management Account, as applicable, to pay Hard Costs have, in fact, been used to pay Hard Costs in accordance with the Project Budget (or have been deposited back into the Construction Disbursement Account and/or the Cash Management Account) and (ii) that (A) the amounts previously drawn by such the Borrower from the applicable Construction Disbursement Account, Account and/or the applicable Draw Account, or the Company Cash Management Account, as applicable, to pay Permitted Fund Uses Project Costs (other than Hard Costs) have, in fact, been used to pay Permitted Fund Uses Project Costs (other than Hard Costs) in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from or have been deposited back into the Construction Disbursement Account and/or the Cash Management Account), ) and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts Cash Management Account will not exceed the aggregate maximum dollar threshold thresholds permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) The Borrower shall be in compliance with Section 5.17 of the First Lien Credit Agreement, as certified by the Borrower in the relevant Disbursement Request; (j) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be is being cured in connection with by such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and Borrower, the Construction Manager and the Architect in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 4.1.2(a) through 4.1.2(k) (other than Section 4.1.2(g)) have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Agent’s compliance with approval of a Disbursement Request for a Project as provided in Section 4.1.1 4.1.1(a)(ii) shall be subject to the following conditions, each Upon receipt of which may be waived in whole or part by the Agent or Construction Consultant’s approval of the Disbursement Agent. Upon Request and satisfaction (or waiver by the Agent) of the conditions described below with respect to a Projectbelow, the Disbursement Agent shall instruct the Account Bank to make or cause to be made the Disbursements specified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates:4.1.1(b): (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases lien releases, affidavits and waivers agreements required to be attached under clause (c) of such Disbursement Request (with immaterial modifications thereto as may be reasonably required by such Contractor, or in a form otherwise reasonably satisfactory to the Disbursement Agent and the Construction Consultant) (including all lien affidavits of Contractors required thereunder); (iii) all certifications required to be included in the Disbursement Request, in the forms of Exhibits C-1 including (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii1) a certification by such the Borrower that the Substantial Completion Date of such Borrower’s Project (to the extent it has not already occurred) is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Casino Opening Date of such Borrower’s Project (to the extent it has not already occurred) is expected to occur on or before the applicable Scheduled Casino Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurredDate; and (2) a certification by the Borrower that construction of the Project is in accordance with the then-applicable Building Budget and Building Loan Cost Schedule; (iv) the certifications of the Construction Manager Manager, the Construction Consultant and the Architect substantially in the forms form of Exhibits 1 1, 2 and 2 3 to Exhibit J-1, the Disbursement Request; to the extent required pursuant to the terms of the Disbursement Request; and (v) an amended Section 22 Lien Law Affidavit, to the extent required pursuant to the terms of this Agreement, which shall have been filed in the Xxxxxxxx County Clerk’s Office; (b) The requirements set forth in Exhibit J-2 Borrower shall have been satisfied such confirmed that (i) the Administrative Agent, the Collateral Agent and the Construction Consultant shall have received copies of each Key Construction and Design Contract executed on or before the date of such Disbursement Request, together with a Consent signed by the counterparty to such Key Construction and Design Contract if and to the extent required under Section 6.3; and (ii) Borrower or the Construction Manager shall have procured and delivered to the Collateral Agent an original payment and performance bond naming the Collateral Agent (on behalf of the Administrative Agent and the Lenders) as an additional beneficiary or co-obligee in respect of each Key Construction and Design Contract (other than the Construction Management Agreement and any design or similar contract) unless such Key Construction and Design Contract is able to deliver covered by the Construction Manager’s sub-guard insurance. Any such confirmation formpayment and performance bonds shall be commercially reasonable and shall be in full force and effect; (c) The With regard to any Disbursement occurring subsequent to the Closing Date, the Borrower shall have have: (i) caused the Title Company to have delivered to the Administrative Agent, the Collateral Agent, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior endorsement to the applicable Lenders’ Title Policy in the form attached hereto as Exhibit K or in such other form as may be reasonably acceptable to the Disbursement Request Date confirming Agent, the Collateral Agent and the Administrative Agent, dated as of the date of such Disbursement (each such endorsement, an “Update Endorsement”), which Update Endorsement shall: (1) (A) insure that there are no intervening Liens or encumbrances with respect to which may then or thereafter take priority over the applicable Project, Lien of the Mortgage other than the (1) Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as set forth on Schedule B of the date of Lenders’ Title Policy issued on the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Account; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated MaterialsClosing Date, and (Y2) specifically identified such Senior Permitted Liens (other location(s) than mechanic’s liens or other liens, charges or orders filed against the Project by complete address (any Contractor or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting other party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content provision of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, materials or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) above. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(iservices constituting Building Loan Costs); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement AgentAt Borrower’s compliance with a Disbursement Request for a Project as provided request, which may be made by any one of Xxxxxx Xxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxx Xxxxxx, Xxxx Xxxxx, or Xxxxx Xxxxxx, Loan proceeds in Section 4.1.1 amounts of not less than $1,000,000 per disbursement shall be disbursed to or for the benefit of Borrower, from time to time, subject to satisfaction of the following conditions: (a) The conditions in Section 3.1 above shall continue to be satisfied; (b) Borrower shall have delivered, each or caused to be delivered, to Lender a purchase agreement (each, a “Project PSA”) evidencing Borrower’s, or its wholly-owned subsidiary’s, agreement to purchase a multi-family property (each, a “Project”), together with an approved closing statement (provided, that immediately after closing, Borrower shall deliver to Lender a final closing statement which shall be consistent in all material respects with the prior approved closing statement, unless otherwise approved by Lender), executed by Borrower or the applicable wholly-owned subsidiary, evidencing the amount of which may indebtedness that will be waived in whole or part secured by the Agent or Project and the Disbursement Agent. Upon satisfaction (or waiver by equity contribution required to consummate the Agent) purchase of the conditions described below Project; (c) Upon acquisition of the applicable Project by Borrower or its wholly-owned subsidiary, the indebtedness that will be secured by such Project (with respect to a Project, the Disbursement Agent “Project Secured Debt”) will not exceed seventy-five percent (75%) of the purchase price (which shall make or cause to be made include closing costs and other proration amounts paid in connection with the Disbursements specified acquisition) of such Project identified in the corresponding Disbursement Request in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of applicable Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely PSA (with respect to the applicable Project to which the Disbursement Request relates: (a) The applicable Borrower shall have submitted to the Disbursement Agent and the Construction Consultant a Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially in the form contemplated thereby; (ii) all Lien releases and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Construction Manager and the Architect substantially in the forms of Exhibits 1 and 2 to Exhibit J-1, to the extent required pursuant to the terms of the Disbursement Request; (b) The requirements set forth in Exhibit J-2 have been satisfied such that the Construction Consultant is able to deliver such confirmation form; (c) The Borrower shall have caused the Title Company to have delivered to the AgentProject, the Disbursement Agent and the Construction Consultant an updated title search identifying all Liens of record through a date not more than 30 days prior to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent“Project Purchase Price”); (d) All Cash Contributions required to have been made in connection with The amount of the disbursement requested by Borrower shall not exceed the difference between the Project as of Secured Debt and the date of Project Purchase Price for the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited in the Company Accountapplicable Project; (e) The applicable Borrower shall have delivered to the Construction Consultant a written inventory substantially in the form acquisition of Schedule 4 to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such by Borrower intends to pay with the proceeds or its wholly-owned subsidiary shall close within two (2) Business Days of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) abovedisbursement. (f) No responsible officer of the Disbursement Agent shall have received a written certification (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have received further certifications indicating that prior certifications are inaccurate.

Conditions to Disbursements. The Disbursement Agent’s compliance with a Disbursement Request for a Project as provided in Section 4.1.1 shall be subject to the following conditions, each of which may be waived in whole or part by the Agent or the Disbursement Agent. Upon satisfaction (or waiver by the Agent) of the conditions described below with respect to a Projectin this SECTION 8.2, the Disbursement Agent shall make or cause to be made the Disbursements specified disbursements described in the corresponding Construction Disbursement Request (provided that the conditions set forth in accordance with Section 4.1.1. It is understood and agreed that each Disbursement Request will identify whether such Disbursement Request is in respect of Project Octavius or Project Linq, and the following conditions to a Disbursement will apply solely with respect to the applicable Project to which the Disbursement Request relates:SECTION 8.1 above shall have previously been satisfied): (a) The applicable Borrower Company shall have submitted to the Disbursement Agent and the Independent Construction Consultant Consultant, with a copy to the Trustee, a Construction Disbursement Request as provided for herein pertaining to the amounts requested for disbursement, together with (i) all schedules thereto substantially a completed SCHEDULE 1 in the form contemplated thereby; (ii) all Lien releases thereby and waivers required to be attached under clause (c) of such Disbursement Request, in the forms of Exhibits C-1 (conditionally releasing claims related to work, materials or equipment covered by final payments to be paid from the applicable Disbursement funds), C-2 (unconditionally releasing claims related to work, materials or equipment covered by final payments paid from prior Disbursements), L-1 (conditionally releasing claims related to work, materials or equipment covered by progress payments to be paid from the applicable Disbursement funds) and L-2 (unconditionally releasing claims related to work, materials or equipment covered by progress payments paid from prior Disbursements), as applicable, other than with respect to Deferred Subcontractor Waivers, (iii) a certification by such Borrower that the Substantial Completion Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Completion Date (as modified pursuant to Section 6.11) and the Opening Date of such Borrower’s Project is expected to occur on or before the applicable Scheduled Opening Date (as modified pursuant to Section 6.11), in each case to the extent such applicable date has not already occurred; and (iv) the certifications of the Independent Construction Manager and the Architect substantially Consultant in the forms form of Exhibits EXHIBIT 1 and 2 to Exhibit J-1, attached to the extent required pursuant Construction Disbursement Request and in the event that the requested Disbursement includes the certifications of Bellows, as relates to Bellows Hard Costs, and Max Foote, as relaxxx xx Xxx Foote Hard Costx, xxxx xn the form of EXHIBIT 2 attached to the terms Construction Disbursement Request and in the event that the requested Disbursement includes Max Foote Hard Costx, Xxx Xxote, in the xxxx xf EXHIBIT 2,and in the event that the requested Disbursement includes Hard Costs, the Project Architect, in the form of EXHIBIT 3 attached to the Construction Disbursement Request;. (b) The requirements set forth Construction Disbursement Request on its face has been completed as to the information required therein, and the required attachments, if any, are attached, and the Disbursement Agent shall have no actual knowledge of any material error, inaccuracy, misstatement or omission of fact in Exhibit J-2 have been satisfied such that a Construction Disbursement Request or an exhibit or attachment thereto or information provided by the Construction Consultant is able to deliver such confirmation form;Company upon the request of the Disbursement Agent. (c) The Borrower shall have caused Disbursement Agent has no actual knowledge (from the Title Company to have delivered to facts set forth in any Disbursement Request or any certificate attached thereto or any notice from the AgentTrustee or the Company) that an Event of Default exists and is continuing. (d) In connection with all Disbursements for Hard Costs, the Disbursement Agent and shall have received an endorsement or a commitment from Title Insurer evidencing the Construction Consultant Title Insurer's unconditional commitment to issue an updated title search identifying all Liens of record through a date not more than 30 days prior endorsement to the applicable Disbursement Request Date confirming that there are no intervening Liens or encumbrances with respect to the applicable Project, other than the Permitted Liens or with respect to Permitted Amounts, together with a construction loan update endorsement in form and content reasonably satisfactory to the Agent; (d) All Cash Contributions required to have been made in connection with the Project as of the date of the Disbursement Request pursuant to the terms of Section 4.6 shall have been or shall substantially concurrent with the making of such Disbursement be deposited Title Policy in the Company Account;form attached as EXHIBIT K. (e) The applicable Borrower Company certifies that the respective amounts deposited into the Disbursed Funds Account pursuant to any previous Construction Disbursement Requests shall have delivered been paid to the respective parties identified on SCHEDULE 1 of each such previous Disbursement Requests, save and except for such limited payments as Independent Construction Consultant a written inventory substantially in the form of Schedule 4 determines to the Borrower’s Disbursement Request identifying all materials, machinery, fixtures, furniture, equipment or other items with an individual cost in excess of $10,000,000 for incorporation into the applicable Project for which such Borrower intends to pay with the proceeds of the Disbursement all or a portion of the purchase price thereof, but which, at the time of the Disbursement Request, (x) are not located at such Project site, or (y) are located at such Project site but are not expected to be incorporated into such Project within a reasonable period of time (but in any event, not to exceed one hundred eighty (180) days) after such Disbursement Request (such materials, the “Unincorporated Materials”) and including the cost thereof, together with a certification that the following conditions have been satisfied with respect to such Unincorporated Materials: (i) all Unincorporated Materials withheld for which full payment has previously been made with the proceeds of the Term B Loans or is being made with the proceeds of the Disbursement to be disbursed are, or will be upon full payment, owned by a Loan Party, as evidenced by paid invoices, bills of sale, certificates of title or other evidence reasonably satisfactory to the Disbursement Agent; (ii) the Unincorporated Materials are consistent with the Plans and Specifications, to the extent applicable; (iii) all Unincorporated Materials are properly inventoried, securely stored, protected against theft and damage at such Project site or if not located at such Project site, that such Borrower has (X) instructed the applicable contracting party to so secure and protect such Unincorporated Materials, and (Y) specifically identified such other location(s) by complete address (or if such Borrower cannot provide the complete address of a current storage location, listed the name and complete address of the applicable contracting party supplying or manufacturing such Unincorporated Materials); and (iv) all Unincorporated Materials are adequately insured against casualty, loss and theft for an amount equal to their replacement costs to the extent required under the Loan Documents. Notwithstanding the foregoing, with respect to Unincorporated Materials related to the Wheel Component, the certification provided need not include the content of clause (i) above; provided that, prior to the first disbursement under any contract for Unincorporated Materials with respect to the Wheel Component with an individual cost in excess of $25,000,000, Linq Borrower shall collaterally assign to the Agent such contract and obtain from the other party to such contract a customary consent to such assignment, as determined by the Linq Borrower in good faith, or such consent that is reasonably acceptable to the Agent. The Construction Consultant may, but shall not be required to (unless requested to do so by the Disbursement Agent), visit the site of and observe the Unincorporated Materials at such Borrower’s expense in order to confirm the accuracy of the confirmation that such Unincorporated Materials located on such Project site are so secured and protected as required under subclause (iii) abovecause. (f) No responsible officer of the Disbursement Agent shall have received a written certification more than Five Hundred Thousand Dollars (including a Disbursement Request) from a Borrower (i) that a Default or an Event of Default exists and remains uncured (other than any Default or Event of Default that is being cured by such Disbursement) or (ii$500,000) of any violation of the condition in Section 4.1.2 (j)(i); (g) With respect to each Disbursement Request other than the first Disbursement Request issued hereunder, the applicable Borrower shall have certified to the Disbursement Agent on the date of each Disbursement that (A) the amounts previously drawn by such Borrower from the applicable Construction Disbursement Account, the applicable Draw Account, or the Company Account, as applicable, to pay Permitted Fund Uses have, in fact, been used to pay Permitted Fund Uses in accordance with the Project Budget and the applicable Disbursement Request (in the case of monies drawn from the Construction Disbursement Account), and (B) after giving effect to the requested Disbursement, the balance in the applicable Construction Disbursement Account will not exceed the amount required to pay Project Disbursements for Soft Costs for the applicable Project then due and payable as specified in the applicable Disbursement Request and/or the balance in the Draw Accounts will not exceed the aggregate maximum dollar threshold permitted from time to time under Section 2.2.5, as applicable. (h) The Borrowers shall have delivered the In-Balance Certificate to the Disbursement Agent, which shall demonstrate that the In-Balance Test with respect to the applicable Project to which the Disbursement Request relates is satisfied; (i) Each of the following conditions precedent shall have been satisfied or waived: (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such datemade, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Disbursements requested to be made on such date (other than any Default or Event of Default that would be cured in connection with such Disbursement). The Disbursement Agent and the Construction Consultant shall be entitled to rely upon the certifications of the Borrowers and the Construction Manager in the relevant Disbursement Request in determining that the conditions specified in Sections 4.1.2 have been satisfied unless the Disbursement Agent shall have has received further certifications indicating an Officer's Certificate from the company certifying that prior certifications are inaccuratethe funds disbursed pursuant to the previous Construction Disbursement Request(s) were utilized in substantially the manner as specified in such previous Construction Disbursement Request.