Common use of Disbursement Requests Clause in Contracts

Disbursement Requests. (a) Each Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revised.

Disbursement Requests. (a) Each The Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octaviustime, no more frequently than once per calendar month for each Project week, to submit to the Disbursement Agent and the Construction Consultant a request for the disbursement of funds from the Company Funds Account (in accordance with Section 4.1.2) substantially in the form of Exhibit J-1 A (a “Disbursement Request”), not later than 14 Business Days prior to together with the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (exhibits and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agentthereto. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, (i) within three (3) Business Days following submission of such complete and final Disbursement Request, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form certificate substantially in the form of Exhibit J-2 B, together with the exhibits and attachments thereto and the Borrower shall deliver to the Disbursement Agent a copy of a letter (the “Cost Consultant Letter”) with respect to the subject matter of such Disbursement Request addressed from the Cost Consultant to the Borrower substantially in the form agreed to by the parties prior to the date hereof; provided that the Borrower shall provide all other documentation reasonably requested by the Disbursement Agent after submission of such Disbursement Request, and (ii) within 10 three (3) Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after Request and following submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant’s certificate described in clause (i) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation formabove, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable ProjectAccount. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower Borrower, the Administrative Agents and the Second Lien Collateral Agent in writing (including via e-mail mail) as soon as reasonably possible (and in any event within 10 three (3) Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such the Borrower may may, revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the foregoing review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonabledeadline. Such The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form certificate and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such the Borrower thereof, (B) revise (to the extent it is able to do so and with such the Borrower’s consent, which may be provided electronically) or request that such the Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such the Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form certificate as so revised.

Disbursement Requests. The Loan proceeds shall be disbursed on a line item basis in accordance with the Approved Budget (which contemplates, among other things, an initial Loan funding of $2,100,000 to be applied to pay a portion of the purchase price for the Property) and subject to the conditions in Articles III and IV. Disbursements shall be made only upon Borrower's written request in the form attached hereto as Exhibit C (a "Disbursement Request") showing all costs which Borrower intends to fund with such Disbursement, itemized in such detail as Lender may reasonably require, accompanied in each case by (a) Each Borrower shall have an Application and Certificate for Payment (AIA Documents G702 and G703), or other document acceptable to Lender, containing certifications by Contractor and Architect that construction to the right from time to time from and after the satisfaction (or waiver by the Agent or date of the Disbursement AgentRequest is in accordance with the Plans and all recommendations contained in the approved soils report, (b) of invoices and lien releases satisfactory to Lender, including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (ic) the conditions in Section 4.03 of the Credit Agreement, with respect to all other documents and information reasonably required by Lender. Disbursement Requests shall be submitted in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, duplicate no more frequently less than once per calendar month for each Project to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 5 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may the requested Disbursement, and shall not be approved from time to time by Disbursement Agent), which submitted more often than twice monthly. The disbursed Loan funds shall be accompanied used by Borrower only for line item costs for which such funds have been disbursed. Notwithstanding the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1)foregoing, for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly DisbursementsLender may, which shall be the same day of the month for both Projectsin its absolute discretion, and such date may change make Disbursements from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form absence of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such a Disbursement Request, to pay itself fees and interest on the Disbursement Agent shall transfer or cause to be transferred Loan from funds allocated for that purpose in the amount specified in such Disbursement Request Approved Budget (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(bany), to make payments reasonably deemed advisable by Lender to protect the Property or as promptly thereafter as may Lender's interests under any Loan Document, and to fulfill any reimbursement obligation of Borrower under Section 6.22 that Borrower has not timely fulfilled. All Loan proceeds shall be commercially reasonabledisbursed into Account No. Such 058-00000000 at Lender; which shall be a segregated loan disbursement account into which the Borrower shall not be entitled to commingle or deposit any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to funds other than the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested Loan proceeds disbursed by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revisedLender hereunder.

Disbursement Requests. (a) Each The Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octaviustime, no more frequently than once per calendar month month, (the estimated draw schedule for each which, as set forth in the Project Budget, may, for the avoidance of doubt, be varied by Borrower subject to the provisions of Section 6 hereof), to submit to the Disbursement Agent and the Construction Consultant a request for the disbursement of funds from the Project Company Funds Account (in accordance with Section 4.2) substantially in the form of Exhibit J-1 A (a “Disbursement Request”), not later than 14 Business Days prior together with the exhibits attached thereto, as further described below. Notwithstanding the above, the Borrower shall submit a Disbursement Request hereunder only on dates on which it concurrently submits (and is permitted to submit) a Disbursement Request pursuant to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day terms of the month for both ProjectsBuilding Loan Disbursement Agreement; provided, however, that such requirement shall not apply from and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation that all funds to be disbursed pursuant to the Construction Consultant) to review any such information provided subsequent to delivery terms of the Building Loan Disbursement RequestAgreement shall have been fully disbursed. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and 4.1. For clarification, disbursements with respect to Project Costs made on the Closing Date shall be made pursuant to procedures approved by the Disbursement Agent. Disbursement Requests shall be acted on as follows: (i) Within five (5) Business Days following the date of the submission of a Disbursement Request to the Disbursement Agent, the Construction Consultant has provided and the confirmation form Administrative Agent (the “Submission Date”), the Construction Consultant shall provide written notice to the Disbursement Agent and supporting the Administrative Agent that it either approves or does not approve such Disbursement Request (it being understood that Construction Consultant’s report in respect approval of such a Disbursement Request required under this Section 4.1; provided that shall be evidenced by its execution of its certificate in the event that form of Exhibit 1 to Exhibit A); and (ii) Within five (5) Business Days following the receipt of an approval of the Disbursement Request from the Construction Consultant recommends for (but no earlier than ten (10) Business Days from the Submission Date), which Disbursement Request shall, subject to the Disbursement Agent’s approval only a portion of the payments or disbursements requested pursuant to this clause (ii), be final and fully executed by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreementapplicable parties thereto, the Disbursement Agent shall either (AX) instruct the Account Bank to make the Disbursements requested in such Disbursement Request that satisfy each of the conditions set forth in Section 4.1.2; or (Y) notify the Borrower and the Administrative Agent in writing if it determines that such Borrower thereofDisbursement Request fails to satisfy any such conditions, which notice shall describe the nature of such failure in reasonable detail. (Bb) revise (Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Holding Account specified in the approved Disbursement Request in accordance with Section 4.2 to the extent applicable Disbursement Account(s) specified in such Disbursement Request. (c) Notwithstanding any provision in Sections 4.1.1 or 4.1.2 to the contrary, the initial Disbursement on the Closing Date shall be made pursuant to such documentation and terms as are agreed upon by the Borrower, the Disbursement Agent, the Administrative Agent and the Construction Consultant. (d) With regard to any transfers under this Agreement, it is able to do so and with such Borrower’s consentunderstood that, which in certain circumstances, the Account Bank may be provided electronically) or request that the Borrower provide additional documentation to effectuate such transfer, and the Borrower revise acknowledges that such certificates transfers may not occur until it provides such documentation (and the Borrower in any event agrees to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from use commercially reasonable efforts to provide such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so reviseddocumentation).

Disbursement Requests. 4.1 Acquisition Disbursements Requests (aFullerton/Santa Ana). (1) Each Borrower shall have On or prior to the right from time to time from and eightieth (80th) day after the satisfaction Issue Date, the Company Parties will acquire SCC I LLC's interest in the Fullerton Club and Santa Ana Xxxb (or waiver by the Agent or "SCC Interest"). The Company Parties may within eighty (80) days after the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to Issue Date submit to the Disbursement Agent and the Construction Consultant Agent, with a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior copy to the scheduled date Trustee, an Acquisition Disbursement Request to fund the portion of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied acquisitions not funded by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement use of funds Sale Proceeds from the Loan Proceeds Account to sale of the applicable Construction Disbursement Account Santa Ana Xxxb in accordance with SECTION 5.1. (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and 2) The Disbursement Agent shall agree upon the scheduled date for review each Acquisition Disbursement Request submitted to determine that such monthly Disbursements, which shall be the same day of the month for both Projectsrequest conforms to EXHIBIT "A", and such date may change from time that to time, or be different for the two Projects, but only by agreement best of the Borrowers and the Disbursement Agent. (b's actual knowledge, all other conditions set forth in SECTION 4.1(C) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Requesthereof have been satisfied. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail Company Party that submitted such request as soon as reasonably possible (and in any event within 10 two (2) Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to after the Disbursement Agent receives the required documents) if any Acquisition Disbursement Request is disapproved and the Construction Consultant. Each reason(s) therefor. (3) Promptly following the satisfaction of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreementconditions described below, the Disbursement Agent shall make the disbursement described in the corresponding Acquisition Disbursement Request. (A1) notify The Company Party making such Borrower request shall have agreed to grant to the Trustee, for its benefit and the ratable benefit of the Holders, a first priority security interest (subject to Permitted Liens) in the real property interest being acquired pursuant to such Acquisition Disbursement (provided, that if the acquiring Company Party sells, in accordance with SECTION 5.1 hereof, its interest in the Santa Ana Xxxb within three (3) Business Days following its acquisition thereof, (B) revise (such selling Company Party need not grant such security interest), pursuant to a deed of trust or leasehold mortgage, as applicable, substantially identical to those deeds of trust executed by the extent it is able to do so Company Parties and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revised.Subsidiary

Disbursement Requests. (a) Each Borrower shall have the right At any time and from time to time from during the term of this Escrow Agreement, the Corporation may, only to the extent that its operating cash flow is inadequate to fund its ongoing operating and after capital cash requirements and subject to the satisfaction (or waiver by provisions of Section 3.1(b), make a request for the Agent or the Disbursement Agent) release of (i) the conditions in Section 4.03 a portion of the Credit Agreement, with respect Escrowed Funds by delivering to Disbursement Requests in respect each of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to submit to the Disbursement Agent Golden Minerals and the Construction Consultant Escrow Agent a request substantially in the form of Exhibit J-1 written instrument to that effect that complies with Section 3.1(b) (a “Disbursement Request”). Notwithstanding the foregoing, any Disbursement Request made following the receipt by the Escrow Agent and the Corporation of a Claim of Default which has not later than 14 Business Days prior yet been resolved in accordance with the provisions of Sections 3.5 or 3.6 shall be deemed for all purposes hereof not to have been validly made and neither the scheduled date of Escrow Agent nor Golden Minerals shall have any obligation to recognize such Disbursement Request or to take any action (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agentincluding releasing any Escrowed Funds) in respect thereof. (b) If all or any portion of the applicable Any Disbursement Request satisfies made by the requirements of Section 4.1.2, the Construction Consultant shall deliver Corporation pursuant to the provisions of this Section 3.1 shall: (i) request disbursement from the Escrowed Funds of an amount (the “Requested Disbursement Agent a complete and executed confirmation form substantially in Amount”) that is not less than $250,000; provided, however, that the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Requested Disbursement Request. The Disbursement Agent Amount may request in writing additional documentation not later be less than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely $250,000 to the extent that the Construction Consultant remaining Escrowed Funds are less than $250,000, in which case the Requested Disbursement Amount shall be the full amount of Escrowed Funds then remaining in escrow; (ii) certify that the Requested Disbursement Amount is to be allocated to costs and expenses reasonably requires additional time estimated by the Corporation to be payable within thirty (not 30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to exceed 3 Business Days after be made during the thirty (30) day period following the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (the “Cash Payment Forecast Schedule”), with the following detail provided: (A) all payments to a single payee in an amount equal to or if applicablegreater than $15,000 for which Escrowed Funds are proposed to be used shall be separately identified and the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C), the portion aggregate amount of all payments of less than $15,000 that satisfied are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the requirements information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 4.1.23.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll for purposes hereof); (II) any amounts paid in respect of indebtedness of the Construction Disbursement Account for the applicable ProjectCorporation; and (III) any amounts paid to any Governmental Entity, or any official or representative thereof. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Each Disbursement Request fails made by the Corporation pursuant to satisfy the provisions of this Section 3.1 shall, in addition to meeting the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final(II) the Cash Payment Forecast Schedule (and/or, executed if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to as applicable; with: (B) actual payments made using (I) the Closing Disbursement Agent and or (II) the Construction Consultant Escrowed Funds released in accordance with the terms of this Section 4.1 and Escrow Agreement pursuant to the Construction Consultant has provided most recent previous Disbursement Request, as applicable; (ii) include an explanation as to the confirmation form and supporting Construction Consultant’s report cause of any line item variances in the Reconciliation Schedule of greater than $10,000 or 10% of the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and (iii) to the extent that the Reconciliation Schedule reflects that additional amounts remain to be paid in respect of payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing and amount of such payments. (d) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of five (5) calendar days from the date of receipt by each of the Escrow Agent and Golden Minerals of a Disbursement Request required under that complies with the provisions of this Section 4.1; provided that in 3.1, the event that the Construction Consultant recommends for approval only Requested Disbursement Amount, together with a pro rata portion of the payments or disbursements requested Interest earned on the Escrowed Funds up until such date, shall be released from escrow and shall be paid by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Escrow Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements Corporation by way of this Agreement, wire transfer of immediately available funds to an account to be designated by the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revisedCorporation.

Disbursement Requests. (a) Each Borrower All disbursements of Loans under the Notes shall be made pro rata among the Purchasers based on their Loan Commitment as compared to the Total Loan Commitment. The Purchasers holding greater than sixty-six and two-thirds percent (66.67%) of the aggregate outstanding principal amount of all Loans (or if no Loans are then outstanding, the Total Loan Commitment) (the “Required Noteholders”) will have the right from time authority to time from and after the satisfaction approve or disapprove of any Notices of Borrowing (or waiver as hereinafter defined) submitted by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement AgentCompany. (b) If all or any portion To request a disbursement of funds under the applicable Disbursement Request satisfies the requirements of Section 4.1.2Notes, the Construction Consultant Company shall deliver submit to the Disbursement Agent Purchasers a complete and executed confirmation form written notice of borrowing in substantially in the form of Exhibit J-2 within 10 Business Days following submission D attached hereto (the “Notice of such complete and final Disbursement RequestBorrowing”) at least four (4) business days prior to the proposed borrowing date. The Disbursement Agent may request Company requires a disbursement of funds simultaneously with the Closing in writing additional documentation not later than 7 Business Days after submission order to satisfy a portion of the Payment Obligations. In order to obtain such Disbursement Request. If any such additional documentation is requesteddisbursement of funds at the Closing (the “Initial Disbursement”), the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely Company must submit a Notice of Borrowing at least two (2) business days prior to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation Closing. The Initial Disbursement is subject to the Construction Consultant) to review any such information provided subsequent to delivery satisfaction of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent conditions set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request clause (or if applicable, the portion that satisfied the requirements e) of this Section 4.1.2) to the Construction Disbursement Account for the applicable Project6.1. (c) The Disbursement Agent Each Notice of Borrowing shall be subject to the approval of the Required Noteholders, in their sole and absolute discretion, and the Construction Consultant Required Noteholders shall notify provide written notice to the applicable Borrower Company of their approval or disapproval (along with their objections thereto) of any Notice of Borrowing within three (3) business days following receipt thereof. If the Notice of Borrowing is approved by the Required Noteholders, subject to the satisfaction of clause (e) of this Section 6.1, the Purchasers shall each fund their ratable share of the funds requested in such Notice of Borrowing (subject to each Purchaser’s Loan Commitment) within one (1) business day following such approval. In no event shall the Purchasers be obligated to fund any funds requested under a Notice of Borrowing which has not been approved by the Required Noteholders. (d) The Company and the Agent Purchasers stipulate and agree that the Purchasers’ obligations to fund the Notes constitutes a “financial accommodation” within the meaning of 11 U.S.C. Section 365(c)(2) and not an asset of Company’s or the Subsidiaries respective estates in writing via bankruptcy. (e-mail as soon as reasonably possible ) Each Purchaser’s obligation to fund each Loan is subject to the satisfaction (and in any event within 10 Business Days the sole discretion of each Purchaser) of the following submission conditions: (i) evidence of the Required Noteholders’ approval of the applicable Disbursement RequestNotice of Borrowing; (ii) if either the representations and warranties of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline each Note Party set forth in Section 4.1.1(b)this Agreement and each other Loan Document being true and correct in all respects, or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled except with respect to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to disclosed exceptions at the Disbursement Agent and time of the Construction Consultant in accordance with this Section 4.1 and delivery of the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect Notice of such Disbursement Request required under this Section 4.1; provided that in the event Borrowing that the Construction Consultant recommends for approval only a portion Required Noteholders have agreed in writing to waive; (iii) no Default or Event of the payments Default has occurred and is continuing; and (iv) such Purchaser’s receipt of all certificates, documents, instruments, information and agreements as such Purchaser or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Requestcounsel to such Purchaser shall reasonably request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revisedexcluding legal opinions.

Disbursement Requests. (a) Each The Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octaviustime, no more frequently than once per calendar month (the estimated draw schedule for each Project which, as set forth in the Building Budget, may, for the avoidance of doubt, be varied by Borrower subject to the provisions of Section 6 hereof), to submit to the Disbursement Agent and the Construction Consultant a request for the disbursement of funds from the Building Loan Company Funds Account and/or the Building Loan Proceeds Account (in accordance with Section 4.2) substantially in the form of 28 Exhibit J-1 A (a “Disbursement Request”), not later than 14 Business Days prior to together with the scheduled date of such Disbursement (or such shorter period exhibits attached thereto, as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Requestfurther described below. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and 4.1. Disbursement Requests shall be acted on as follows: (i) Within five (5) Business Days following the date of the submission of a Disbursement Request to the Disbursement Agent, the Construction Consultant has provided and the confirmation form Administrative Agent (the “Submission Date”), the Construction Consultant shall provide written notice to the Disbursement Agent and supporting the Administrative Agent that it either approves or does not approve such Disbursement Request (it being understood that Construction Consultant’s report in respect approval of such a Disbursement Request required under this Section 4.1; provided that shall be evidenced by its execution of its certificate in the event that form of Exhibit 1 to Exhibit A); (ii) Within five (5) Business Days following the receipt of an approval of the Disbursement Request from the Construction Consultant recommends for (but no earlier than ten (10) Business Days from the Submission Date) which Disbursement Request shall, subject to the Disbursement Agent’s approval only a portion of the payments or disbursements requested pursuant to this clause (ii), be final and fully executed by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreementapplicable parties thereto, the Disbursement Agent shall either (AX) instruct the Account Bank to make the Disbursements requested in such Disbursement Request that satisfy each of the conditions set forth in Section 4.1.2; or (Y) notify the Borrower and the Administrative Agent in writing if it determines that such Disbursement Request fails to satisfy any such conditions, which notice shall describe the nature of such failure in reasonable detail; and (iii) In the case of a Disbursement Request that requests a disbursement of funds representing proceeds of the Available Term A Loan Commitment, such disbursement shall be conditioned upon a borrowing of such Loans pursuant to Section 2.01 of the Loan Agreement and the deposit of the proceeds thereof into the Building Loan Proceeds Account, and after the approval of the Disbursement Agent of such Disbursement Request in accordance with clause (ii) above, the Borrower thereof, (B) revise (shall submit a Funding Notice to the extent Administrative Agent pursuant to Section 2.01 of the Loan Agreement with respect thereto. (b) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Holding Account specified in the approved Disbursement Request in accordance with Section 4.2 to the applicable Disbursement Account(s) specified in such Disbursement Request. Notwithstanding the foregoing, Debt Financing Costs as are to be paid from the Building Loan Interest Reserve Account pursuant to Section 4.3 of this Agreement shall not be transferred in accordance with the foregoing, but shall instead be paid as provided in such Section 4.3. Further, notwithstanding anything herein to the contrary, all disbursements from a Disbursement Account of funds originating from the Building Loan Proceeds Account shall be utilized for Costs of Improvement and also in accordance with the Section 22 Lien Law Affidavit. (c) Notwithstanding any provision in Sections 4.1.1 or 4.1.2 to the contrary, the initial Disbursement on the Closing Date shall be made pursuant to such documentation and terms as are agreed upon by the Borrower, the Disbursement Agent, the Administrative Agent and the Construction Consultant. (d) With regard to any transfers under this Agreement, it is able to do so and with such Borrower’s consentunderstood that, which in certain circumstances, the Account Bank may be provided electronically) or request that the Borrower provide additional documentation to effectuate such transfer, and the Borrower revise acknowledges that such certificates transfers may not occur until it provides such documentation (and the Borrower in any event agrees to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from use commercially reasonable efforts to provide such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so reviseddocumentation).

Disbursement Requests. (a) Each Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) The Borrower shall provide the conditions in Section 4.03 Administrative Agent with not less than five (5) Business Days’ prior written notice of its intention to repurchase, prepay or redeem Existing Parent Notes (along with a copy of the Credit Agreementtender offer setting forth the proposed terms of such purchase, with respect if applicable) and shall deliver to Disbursement Requests in respect the Administrative Agent concurrently therewith a Compliance Certificate signed by a Compliance Officer of Project Linqthe Borrower (including detailed calculations of financial covenants) certifying as to the financial covenants immediately after giving effect to such proposed purchase or repayment, or measured on a Pro Forma Basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent. (ii) The Borrower shall provide the conditions in Section 4.04 Administrative Agent with not less than one (1) Business Day’s prior written notice of its intention to repurchase, prepay or redeem Existing Parent Notes (along with a copy of the Credit Agreementtender offer setting for the finalized terms of such purchase, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to submit if applicable) and shall deliver to the Disbursement Administrative Agent concurrently therewith (i) a duly completed and executed Request for Release of Funds From Full Dominion Account, (ii) a Compliance Certificate signed by a Compliance Officer of the Construction Consultant Borrower (including updated detailed calculations of financial covenants) certifying as to the financial covenants immediately after giving effect to such purchase or repayment, measured on a request substantially Pro Forma Basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent, (iii) a certificate of a Compliance Officer of the Borrower certifying that the funds are to be used to purchase or repay the Existing Parent Notes specified in the Request for Release of Funds From Full Dominion Account and (iv) a certificate of a Compliance Officer of the Borrower certifying as to the applicable terms of the purchase of the Existing Parent Notes specified in the Request for Release. Upon receipt of a duly completed and executed Request for Release of Funds From Full Dominion Account in form and substance reasonably acceptable to the Administrative Agent, the Administrative Agent shall authorize the applicable Domestic Account Bank to make the requested disbursements from the Full Dominion Account by 11:00 a.m on the proposed disbursement date, which authorization may be in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date Instructions for Release of such Disbursement (or such shorter period as may be approved Funds from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement AgentFull Dominion Account. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revised.

Disbursement Requests. (a) Each The Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Administrative Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project month, to submit to the Disbursement Administrative Agent and the Construction Consultant a complete and executed request form substantially in the form of Exhibit J-1 (or in a form otherwise reasonably satisfactory to the Administrative Agent and the Construction Consultant) (a “Disbursement Request”), not later than 14 ten (10) Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement the Administrative Agent), which shall be accompanied by the completed schedules thereto (and complete and (as applicable) executed attachments to such schedules but excluding Exhibit 1 to Exhibit J-1schedules), for the disbursement of funds from the Supplemental Company Account and the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from to the Loan Proceeds Account to a Draw Account shall be governed by Section 4.24.2 and each disbursement request in respect of Land Acquisition Costs shall be governed by Section 4.3). Each Borrower The Borrower, the Administrative Agent and the Disbursement Agent shall agree upon the scheduled date dates for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date dates may change from time to time, or be different for the two Projects, time but only by agreement of the Borrowers Borrower, the Administrative Agent and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Administrative Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 seven (7) Business Days following submission of such complete and final Disbursement Request. The Disbursement Administrative Agent may request in writing additional documentation not later than 7 four (4) Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 107-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Administrative Agent or Construction Consultant reasonably requires additional time (not to exceed 3 three (3) Business Days after the date of delivery of such requested documentation to the Administrative Agent or Construction Consultant, as applicable) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Administrative Agent such confirmation formform (or if the Construction Consultant has failed to timely submit such confirmation form or any good-faith written objection to the Disbursement Request to the Administrative Agent and the Borrower as provided in subsection (c) below, and such failure shall continue for one (1) Business Day after a written notice (which may be by email) is received by the Construction Consultant (with a contemporaneous copy to the Administrative Agent) stating such failure), then within 4 three (3) Business Days following submission of such confirmation formform (or the expiration of such time period for review by the Construction Consultant and the reminder period as aforesaid), to the extent set forth in such Disbursement Request, the Administrative Agent shall direct the Disbursement Agent shall to, and the Disbursement Agent shall, transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) from the Supplemental Company Account and/or the Loan Proceeds Account to the Construction Disbursement Account for the applicable ProjectAccount. (c) The Disbursement Administrative Agent and the Construction Consultant shall notify the applicable Borrower in writing via email and the Disbursement Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 four (4) Business Days following submission of the applicable Disbursement Request, as provided for in Section 4.1.1(b)) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such the Borrower may revise and resubmit such Disbursement Request to the Disbursement Administrative Agent and the Construction Consultant; provided, however, that to the extent such additional information or documentation or errors are of such a material nature as to reasonably require that the Construction Consultant re-commence its review of the Disbursement Request, then the date of such resubmittal shall be deemed to be the date in which the Borrower initially submits such Disbursement Request for purposes of this Section 4.1.1, provided further, however, that in such event the Construction Consultant shall nevertheless utilize its best efforts to complete such review as quickly as reasonably practicable. Each of the Disbursement Administrative Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Administrative Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Administrative Agent finds any minor errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Administrative Agent shall (A) notify such the Borrower thereof, (B) revise (to the extent it is able to do so and with such the Borrower’s consent, which may be provided electronically) or request that such the Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such the Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revised.

Disbursement Requests. (a) Each The Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octaviustime, no more frequently than once per calendar month for each Project month, to submit to the Disbursement Agent and the Construction Consultant a request for the disbursement of funds from the applicable Securities Accounts (in accordance with Section 4.2) substantially in the form of Exhibit J-1 A-1 (a “Disbursement Request”), not together with the exhibits and attachments thereto, on or prior to the Closing Date and no later than 14 fourteen (14) Business Days prior to the scheduled date of such any subsequent Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement AgentRequest Date. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, (i) within ten (10) Business Days following submission of such complete and final Disbursement Request, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form certificate substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete A-2, together with the exhibits and final Disbursement Request. The attachments thereto; provided that the Borrower shall provide all other documentation reasonably requested by the Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any Request and such additional documentation is requested, the ten (10-) Business Day period for Construction Consultant to issue such confirmation form shall may be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then and (ii) within 4 three (3) Business Days following submission of such confirmation formcomplete and final Disbursement Request and following submission of the Construction Consultant’s certificate described in clause (i) above, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for and/or Cash Management Account, as specified in such Disbursement Request; provided that amounts requested to be transferred to the applicable ProjectConstruction Disbursement Account and the Cash Management Account on the Closing Date shall be deposited directly into such account from the proceeds of the Loans and Units (ratably) made on the Closing Date. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower Borrower, the Administrative Agent and the Second Lien Collateral Agent in writing (including via e-mail mail) as soon as reasonably possible (and in any event within 10 ten (10) Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such the Borrower may may, revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the foregoing review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonabledeadline. Such The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form certificate and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such the Borrower thereof, (B) revise (to the extent it is able to do so and with such the Borrower’s consent, which may be provided electronically) or request that such the Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such the Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form certificate as so revised.

Disbursement Requests. (a) Each Borrower The Issuer shall have the right from time to time from and after during the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project Construction Period to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of such complete and final EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request, each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such shall comply with any Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery Request that satisfies each of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent conditions set forth in such Disbursement Request, the SECTION 4.2.2. The Disbursement Agent shall transfer or cause to be transferred funds in notify the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent Issuer and the Construction Consultant shall notify the applicable Borrower and the Agent Trustee in writing via e-mail as soon as reasonably possible (and in any event event: (i) within 10 two (2) Business Days following submission of after the applicable Disbursement Agent receives a Disbursement Request relating solely to the Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, any such condition which notice shall describe the nature of such failure with in reasonable specificitydetail. In addition, in The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the event that right from time to time during the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required Construction Period to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request submit to the Disbursement Agent and a preliminary Disbursement Request requesting that a Disbursement be made meeting the Construction Consultantrequirements set forth in this SECTION 4.2. Each of the The Disbursement Agent and the Independent Construction Consultant shall use commercially reasonable efforts to promptly review such supplemental the preliminary Disbursement Request prior and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonablepreliminary Disbursement Request a conforming Disbursement Request. Such Borrower The Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Independent Construction Consultant in accordance with this Section 4.1 SECTION 4.2. Each preliminary Disbursement Request shall be clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of Premier's signature. (b) Provided that a Disbursement Request satisfies the requirements of SECTION 4.2.2, within: (i) two (2) Business Days following submission of a Disbursement Request relating solely to the Barge Construction Contract; or (ii) five (5) Business Days following submission of any other Disbursement Request: (i) the Disbursement Agent shall distribute checks drawn on (or wire transfers from) the Construction Consultant has provided Disbursement Account to the confirmation form and supporting Construction Consultant’s report parties identified in respect of such Disbursement Request required under this Section 4.1; provided that to pay Other Project Costs in the event that the Construction Consultant recommends respective amounts listed for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the such parties in such Disbursement Request, ; (ii) the Disbursement Agent finds any errors or inaccuracies shall transfer from the Construction Disbursement Account to the Issuer's Payment Account funds in the amount specified in such Disbursement Request, but the ; (iii) solely with respect to Construction Disbursement Request otherwise conforms to the requirements of this AgreementRequests, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (transfer from the Construction Disbursement Account to the extent it is able PFC Payment Account funds in the amount specified in such Disbursement Request (which shall be deemed to do so be an equity contribution to PFC); and (iv) immediately after such funds have been transferred into the PFC Payment Account as described in clause (iii) above, the Disbursement Agent shall disburse such funds from the PFC Payment Account to the Bond Trustee's Construction Disbursement Account and with the Company's Direct Disbursement Account in the amounts specified in such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove Disbursement Request. The Issuer shall withdraw funds from and write checks on the request Issuer's Payment Account solely for the disapproved payment and/or rectify purpose of paying Construction Expenses and Pre-Opening Expenses, as the case may be, identified on such Disbursement Request; PROVIDED, HOWEVER, that any errors Contractors or inaccuracies other parties in direct contractual privity with Premier and (C) confirm the requested scheduled to be paid Project Costs in excess of $100,000 shall be listed in any particular Disbursement Request after making as a party to be paid directly by the required revisions Disbursement Agent under clause (or receiving i) above (or, in the case of Permitted Land-Based Project Costs, by the Bond Trustee under the Bond Financing Documents) and may not be paid from such Borrower the revised certificates) Issuer's Payment Account. The Issuer shall use the amounts disbursed from the PFC Payment Account to the Bond Trustee's Construction Disbursement Account solely for the purposes of purchasing Bonds and paying Permitted Land-Based Project Costs as identified on the basis copy of the certificates Bond Requisition attached to such Disbursement Request. The Issuer shall use the amounts disbursed from the PFC Payment Account to the Company's Direct Disbursement Account solely for the purposes of purchasing Bonds and supporting Construction Consultant’s confirmation form as so revisedpaying, from time to time, Permitted Land-Based Project Costs. (c) The Trustee may waive any condition to a disbursement requested in a Disbursement Request.

Disbursement Requests. (a) Each Borrower shall have the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 As costs are incurred towards completion of the Credit Theater Phase throughout the Term of this Agreement, with respect to Disbursement Requests in respect of Project Linq, or the Contracting Party may submit payment requests (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), ) on a twice-monthly basis for the disbursement of funds from the Loan Proceeds Account Project Disbursement Fund. Such Disbursement Requests shall be submitted using the form attached hereto as Exhibit “E” (the “Disbursement Request Form”) and shall be sent to City Manager or his designee (the “City Disbursement Review Officer”) and Xxxxx Xxxxx (the “County Disbursement Review Officer,” and together with the City Disbursement Review Officer, collectively, the “Disbursement Review Officers”) with a copy to the applicable Construction Disbursement Account (it being understood that disbursement requests from Disbursing Agent. Any such submission may contain reference to information available for inspection at the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day offices of the month for both Projects, Contracting Party. The Disbursement Review Officers shall promptly review each Disbursement Request and in all cases either approve or reject such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. request within ten (b10) days after submission. If all or any part of a Disbursement Request is approved, each Disbursement Review Officer shall promptly forward the Disbursement Request to the Disbursing Agent and the Contracting Party indicating such approval or partial approval. If there is a rejection of all or part of a Disbursement Request, the accepted portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely processed as provided in this Agreement and the rejected portion will be returned to Disbursing Agent and the extent the Construction Consultant reasonably requires additional time Contracting Party within thirty (not to exceed 3 Business Days 30) business days after the date of delivery submission with a reasonable and detailed explanation of such requested documentation the rejection; provided, however, that it shall not be reasonable to the Construction Consultant) to review any reject a submission based solely upon insufficient information if such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted was specifically made available to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to Review Officers for review at the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission offices of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or Contracting Party as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revisedpermitted above.

Disbursement Requests. (a) Each Subject to Section 1.2, the Borrower shall have the right right, from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, but no more frequently often than once per calendar month for each Project unless approved in writing in advance by the Administrative Agent), to submit deliver to the Disbursement Administrative Agent and the Construction Consultant (with a request substantially copy to the Escrowee) a Disbursement Request (which Disbursement Request shall include both hard copies and electronically transmitted copies) appropriately completed and duly executed and including all certifications, exhibits, attachments, schedules, appendices and certificates (other than the Construction Consultant’s Disbursement Certificate) required or necessary hereunder (including those specified in Section 2.2) regardless of whether or not originals of such documents or items are also being delivered to the form Escrowee as part of Exhibit J-1 (a “Draw Package, requesting that a Disbursement be made by the Administrative Agent from the Disbursement Escrow Account or a Company Account on a Disbursement Date that is no earlier than the fifteenth day after delivery of such a Disbursement Request”, provided that the Borrower satisfies all conditions precedent to such Disbursement. Simultaneously with the delivery of any Disbursement Request, the Borrower shall also deliver to the Escrowee and Title Insurer a Draw Package for such Disbursement Request which matches and supports the amounts requested in such Disbursement Request and is sufficient for the Title Insurer to issue a Disbursement Endorsement. If any waiver, release, sworn statement, affidavit, or other item is required to be delivered to the Escrowee and the Administrative Agent and/or the Construction Consultant under this Agreement and the Borrower is only able to obtain one originally signed document or counterpart, then the Borrower shall deliver the originally signed document to the Escrowee and a copy to the Administrative Agent and/or Construction Consultant, as applicable. The Borrower’s Disbursement Request shall also include the Required Construction Consultant, Contractor and Architect Disbursement Certificates, in each case, to the extent that such Disbursement Request requests that payment be made to such Person or Subcontractor implementing the work designed, supervised or managed by such Person. Except as otherwise expressly permitted hereunder, each Disbursement Request and Draw Package shall request Disbursements in order to pay directly to the Contractor and each Subcontractor (or to the Borrower or other Person, if applicable), the applicable Miami Jai-Alai Facility Costs (to the extent not later than 14 Business Days paid by the Borrower from other funds) in sum certain amounts that have already been incurred and will become due and payable on or after the requested Disbursement Date and prior to the scheduled date next succeeding Disbursement Date (provided that no Disbursement shall be made with respect to any particular work comprising any of the Miami Jai-Alai Facility Costs until all of the Required Construction Consultant, Contractor and Architect Disbursement Certificates, as applicable, have been properly delivered). Each such Disbursement Request and Draw Package shall include the specified use of the proceeds for the requested Disbursement in sum certain amounts broken down by Contractor, Subcontractor (or the Borrower or other Person, as permitted hereunder) and Line Item, and shall certify as to the matters set forth therein. Promptly after delivery of each Disbursement Request and related Draw Package, the Construction Consultant shall review such Disbursement Request and Draw Package, and attachments thereto, to determine whether all required documentation has been provided (including, without limitation, all necessary sworn statements and lien waivers, partial and/or final, as applicable), and shall use commercially reasonable efforts to notify the Borrower of any deficiency (as described below) within five (5) Business Days after delivery thereof by the Borrower, it being acknowledged that any failure to notify the Borrower of any deficiency in the Disbursement Request so delivered within the aforesaid time period shall in no event be deemed an approval thereof. The Construction Consultant also shall review the work referenced in such Disbursement Request, including work reasonably estimated to be completed through the applicable Disbursement Date as such work is being performed. Promptly after delivery of each Draw Package, the Escrowee and Title Insurer shall review such Draw Package and shall notify the Borrower of any deficiency within five (5) Business Days after delivery thereof by Borrower, it being acknowledged that any failure to notify the Borrower of any deficiency in the Draw Package so delivered within the aforesaid time period shall in no event be deemed an approval thereof. For purposes of the preceding sentences, a “deficiency” shall mean that based upon the Disbursement Request or Draw Package and the attachments thereto, either (1) the Title Insurer will not issue the applicable Title Policy or any endorsements thereto (including a Disbursement Endorsement) in accordance with the requirements of this Agreement (whether due to the failure to properly complete or deliver certain of the information or materials required by the Title Insurer or the Escrowee to have been so completed or delivered (including, but not limited to, one or more of the various statements, certifications, waivers or releases required to be included in the Draw Package, including those in the forms attached hereto as Exhibits Y-1 through Y-6), or as otherwise determined in the sole but reasonable discretion of the Escrowee or the Title Insurer), and/or (2) the Administrative Agent, in its sole and absolute discretion, notifies the Escrowee in writing that the Disbursement Request in question is otherwise deficient in its judgment for failure to include any other information, materials or certifications that are required hereunder or deemed necessary by it, or for any other reason. Concurrently with the delivery by the Borrower of each Disbursement Request and Draw Package pursuant to Section 1.4.1(a) to the Escrowee and the Construction Consultant, the Borrower shall deliver a copy of such Disbursement Request and Draw Package to the Administrative Agent. The Administrative Agent shall, as soon as practicable (but no later than ten (10) Business Days) after receiving a copy of a Disbursement Request and Draw Package, deliver a notice confirming such receipt to the Escrowee (or otherwise electronically notify the Escrowee of such shorter period as may be approved from time receipt) and confirming that the Borrower’s calculation of principal, interest and fees scheduled to time by become due and payable under the applicable Credit Facility on and after the requested Disbursement Agent)Date and through the scheduled next succeeding Disbursement Date is accurate (or, which if not accurate, shall be accompanied by provide the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account appropriate revisions to the applicable Construction Escrowee). Within ten (10) Business Days after its receipt of the Disbursement Account Request and related Draw Package (it being understood that disbursement requests from the Loan Proceeds Account if related to a Draw Account shall be governed by Section 4.2payment item other than amounts owing under the Credit Facility). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver directly to the Administrative Agent and the Escrowee (with a copy to the Borrower) the Construction Consultant’s Disbursement Agent a complete Certificate, appropriately completed and duly executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of including all certifications, exhibits, attachments, schedules, appendices and certificates, with respect to such Disbursement Request. If any such additional documentation is requestedRequest and/or Draw Package, either approving or disapproving the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent Disbursement Request and/or Draw Package; provided that if the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer disapproves one or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the more particular payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Requestand/or Draw Package, but the Disbursement Request and/or Draw Package otherwise conforms to complies with the requirements of this Agreementhereof, then the Borrower, the Disbursement Agent Administrative Agent, the Construction Consultant and the Escrowee shall (A) notify such Borrower thereof, (B) revise (to comply with the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove terms of Section 1.4.2(a)(ii). If the request for Construction Consultant disapproves the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making or any one or more particular payments requested therein, the required revisions (or receiving from Construction Consultant shall provide the Borrower, in reasonable detail, its reason(s) for such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so reviseddisapproval.

Disbursement Requests. (a) Each Borrower The Authority shall have the right from time to time from and after during the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project Construction Period to submit to the USB Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final D hereto (a "Construction Disbursement Request"), together with the exhibits attached thereto, as further described below. The USB Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such shall approve any Construction Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery Request that satisfies each of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent conditions set forth in Section 4.2.2, provided that each of the conditions in Section 4.1 has been and continues to be satisfied as of such Disbursement Request, the time. The USB Disbursement Agent shall transfer or cause to be transferred funds in notify the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent Authority and the Construction Consultant shall notify the applicable Borrower and the Agent Trustee in writing via e-mail as soon as reasonably possible (and in any event within 10 two Business Days after the USB Disbursement Agent receives any Construction Disbursement Request) if any Construction Disbursement Request is disapproved and the reason(s) therefor. The Authority may submit Construction Disbursement Requests no more often than weekly. (b) Provided that a Construction Disbursement Request satisfies the requirements of Section 4.2.2, within two Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the a Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the USB Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (disburse to the extent it is able to do so Operating Account the funds requested in such Construction Disbursement Request. The Authority shall withdraw funds from the Construction Disbursement Account and with write checks against such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove funds from the request Operating Account solely for the disapproved payment and/or rectify purpose of paying Construction Expenses identified on such Construction Disbursement Request. (c) The Trustee may waive any errors or inaccuracies and (C) confirm the condition to a disbursement requested in a Construction Disbursement Request after making unless the required revisions (or receiving from Trustee has been directed not to waive such Borrower condition by the revised certificates) on the basis holders of at least 25% in principal amount of the certificates and supporting Construction Consultant’s confirmation form as so revisedSenior Notes then outstanding.

Disbursement Requests. (a) Each Borrower The Authority shall have the right from time to time from and after during the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Linq, or (ii) the conditions in Section 4.04 of the Credit Agreement, with respect to Disbursement Requests in respect of Project Octavius, no more frequently than once per calendar month for each Project Construction Period to submit to the Disbursement Agent and the Construction Consultant a request substantially in the form of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date of such Disbursement (or such shorter period as may be approved from time to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Account to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers and the Disbursement Agent. (b) If all or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final C-1 hereto (a "Construction Disbursement Request") or in the form of Exhibit C-2 hereto (a "Pre-Opening Disbursement Request" and, together with a Construction Disbursement Request, each a "Disbursement Request"), together with the exhibits attached thereto, as further described below. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such shall approve any Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery Request that satisfies each of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent conditions set forth in Section 4.2.2, provided that each of the conditions in Section 4.1 has been satisfied as of such Disbursement Request, the time. The Disbursement Agent shall transfer or cause to be transferred funds in notify the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent Authority and the Construction Consultant shall notify the applicable Borrower and the Agent Trustee in writing via e-mail as soon as reasonably possible (and in any event within 10 two Business Days after the Disbursement Agent receives any Disbursement Request) if any Disbursement Request is disapproved and the reason(s) therefor. The Authority may submit Construction Disbursement Requests no more often than weekly. The Authority may submit Pre-Opening Disbursement Requests no more often than weekly. (b) Provided that a Disbursement Request satisfies the requirements of Section 4.2.2, within two Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies shall disburse to the Deposit Account the funds requested in the such Disbursement Request, but . The Authority shall withdraw funds from and write checks on the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request Deposit Account solely for the disapproved payment and/or rectify purpose of paying Construction Expenses and Pre-Opening Expenses, as the case may be, identified on such Disbursement Request. (c) The Trustee may waive any errors or inaccuracies and (C) confirm the condition to a disbursement requested in a Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revisedRequest.

Disbursement Requests. Each request by IDOT Guarantor for disbursement from the Replacement Reserve Account or the Repairs Escrow Account must be in writing, must specify the Replacement or Repair for which reimbursement is requested (a) Each Borrower provided that for any IDOT Guarantor Requested Replacements, IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the right from time to time from and after the satisfaction (or waiver by the Agent or the Disbursement Agent) of (i) the conditions in Section 4.03 use of the Credit AgreementReserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(zzzzz)(21)), with respect to Disbursement Requests in respect of Project Linqand must: if applicable, or (ii) specify the conditions in Section 4.04 quantity and price of the Credit Agreementitems or materials purchased, with respect to Disbursement Requests in respect grouped by type or category; if applicable, specify the cost of Project Octavius, no more frequently than once per calendar month for each Project to submit to the Disbursement Agent and the Construction Consultant a request substantially all contracted labor or other services involved in the form Replacement or Repair for which such request for disbursement is made; if applicable, include copies of Exhibit J-1 (a “Disbursement Request”), not later than 14 Business Days prior to the scheduled date invoices for all items or materials purchased and all contracted labor or services provided; include evidence of payment of such Disbursement Replacement or Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair or such shorter period Replacement as provided in this Loan Agreement); and contain a certification by IDOT Guarantor that the Repair or Replacement has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement. Conditions to Disbursement. Lender may be approved from time require any or all of the following at the expense of IDOT Guarantor as a condition to time by Disbursement Agent), which shall be accompanied by the completed schedules thereto (and attachments to such schedules but excluding Exhibit 1 to Exhibit J-1), for the disbursement of funds from the Loan Proceeds Replacement Reserve Account or the Repairs Escrow Account (provided that for any IDOT Guarantor Requested Replacements, IDOT Guarantor Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the applicable Construction Disbursement Account (it being understood that disbursement requests from the Loan Proceeds Account to a Draw Account shall be governed terms of Section 13.2(zzzzz)(21)): an inspection by Section 4.2). Each Borrower and Disbursement Agent shall agree upon the scheduled date for such monthly Disbursements, which shall be the same day Lender of the month for both Projects, and such date may change from time to time, or be different for the two Projects, but only by agreement of the Borrowers Mortgaged Property and the Disbursement Agent. applicable Replacement or Repair; an inspection or certificate of completion by an appropriate independent qualified professional (b) If all such as an architect, engineer or any portion of the applicable Disbursement Request satisfies the requirements of Section 4.1.2property inspector, the Construction Consultant shall deliver to the Disbursement Agent a complete and executed confirmation form substantially in the form of Exhibit J-2 within 10 Business Days following submission of such complete and final Disbursement Request. The Disbursement Agent may request in writing additional documentation not later than 7 Business Days after submission of such Disbursement Request. If any such additional documentation is requested, the 10-Business Day period for Construction Consultant to issue such confirmation form shall be extended but solely to the extent the Construction Consultant reasonably requires additional time (not to exceed 3 Business Days after the date of delivery of such requested documentation to the Construction Consultant) to review any such information provided subsequent to delivery of the Disbursement Request. After the Construction Consultant has submitted to the Disbursement Agent such confirmation form, then within 4 Business Days following submission of such confirmation form, to the extent set forth in such Disbursement Request, the Disbursement Agent shall transfer or cause to be transferred funds in the amount specified in such Disbursement Request (or if applicable, the portion that satisfied the requirements of Section 4.1.2) to the Construction Disbursement Account for the applicable Project. (c) The Disbursement Agent and the Construction Consultant shall notify the applicable Borrower and the Agent in writing via e-mail as soon as reasonably possible (and in any event within 10 Business Days following submission of the applicable Disbursement Request) if either of them determines that any Disbursement Request fails to satisfy the requirements of Section 4.1.2, which notice shall describe depending on the nature of such failure with reasonable specificity. In addition, in the event that the applicable Borrower obtains additional information Repair or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the Disbursement Request Date, such Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Construction Consultant. Each of the Disbursement Agent and the Construction Consultant shall use commercially reasonable efforts to review such supplemental Disbursement Request prior to the review deadline set forth in Section 4.1.1(b), or as promptly thereafter as may be commercially reasonable. Such Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Construction Consultant in accordance with this Section 4.1 and the Construction Consultant has provided the confirmation form and supporting Construction Consultant’s report in respect of such Disbursement Request required under this Section 4.1Replacement) selected by Lender; provided that in the event that the Construction Consultant recommends for approval only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify such Borrower thereof, (B) revise (to the extent it is able to do so and with such Borrower’s consent, which may be provided electronically) or request that such Borrower revise such certificates to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm the requested Disbursement Request after making the required revisions (or receiving from such Borrower the revised certificates) on the basis of the certificates and supporting Construction Consultant’s confirmation form as so revised.either: