Common use of Funding Notices from Disbursement Agent Clause in Contracts

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request and related final Notice of Advance Request by the Company pursuant to Section 2.4.2(a) and (b) above, the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Request and determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using information in its possession and obtained from the Funding Agents, the Company and the Construction Consultant, (A) the Company's calculation of Available Funds, including Anticipated Earnings, set forth in the Advance Request, (B) that the Project is In Balance, (C) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5, and (D) that the Company's calculation of interest and fees to become due and payable under the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility, in each case, from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.4, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate as required by Section 2.4.2(c), and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign the Notice of Advance Request and deliver the same to the Company and each of the Funding Agents (as so countersigned, an "Advance Confirmation Notice").

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request and related final Notice of Advance Request by the Company pursuant to Section 2.4.2(a) and (b) above, the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Request and determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using to the extent contemplated herein, based on information in its possession and obtained from provided to it by the Funding Agents, the Company and the Construction Consultant, (A) the Company's calculation of Available Funds, including Anticipated Earnings, set forth in the Advance Request, (B) that the Project is In Balance, (C) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5, and (D) that the Company's calculation of interest and fees to become due and payable under the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility, in each case, from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.4, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate as required by Section 2.4.2(c)) , and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign the Notice of Advance Request and deliver the same to the Company and each of the Funding Agents (as so countersigned, an "Advance Confirmation Notice").

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request and related final Notice of Advance Funding Request by the Company pursuant to Section 2.4.2(a2.5.2(a) and (b) above, the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Funding Request and determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using information in its possession and obtained from the Funding Agents, the Company Agents and the Construction Consultant, (A) the Company's calculation of Available Funds, including Anticipated Earnings, set forth in the Advance RequestRequest (provided that with respect to amounts available under Approved Equipment Funding Commitments, the Disbursement Agent shall be entitled to rely on statements received from the providers of such Approved Equipment Funding Commitments as contemplated in Section 2.2.3(a)(i) in verifying such calculation), (B) that after giving effect to the Project is In Balancerequested Advance, the Available Funds equal or exceed the Remaining Costs, (C) that the Unallocated Contingency Balance equals or exceeds the Required Minimum Contingency, (D) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.52.6, and (DE) that the Company's calculation of interest and fees to become due and payable under the Bank Credit Agreement, the Second Interim Mall Credit Agreement, the Mortgage Notes Notes, the Approved Equipment Funding Commitments and the FF&E FacilitySubordinated Notes, in each case, from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.42.5, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate certificate as required by Section 2.4.2(c), 2.5.2(c) and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign the Notice of Advance Funding Request and deliver the same to the Company and each of the Funding Agents (as so countersigned, an "Advance Confirmation Notice").

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request, Borrowing Request and related final Issuance Notice of Advance Request by the Company pursuant to Section 2.4.2(a) and (b2.4.1(a) above, the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Request and determine whether all required documentation has been provided and whether all any applicable conditions precedent pursuant to this Agreement have not been satisfiedsatisfied (or waived in accordance with this Agreement and the Loan Documents). In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using (and relying on) information in its possession and obtained from the Funding Agents, the Company Bank Agent and the Construction ConsultantConsultant to extent such information is set forth in the Advance Request, (A) the Company's calculation of Available Funds, including Anticipated Earnings, set forth in the Advance RequestRequest (provided that with respect to amounts available under FF&E Facilities, the Disbursement Agent shall be entitled to rely on statements received from the providers of such FF&E Facilities as contemplated in Section 2.2.3(a) in verifying such calculation), (B) that both immediately before and after giving effect to the Project requested Advance, the Company is and shall be In Balance, (C) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5, and (D) that the Company's ’s calculation of interest and fees Debt Service to become due and payable under the Bank Credit Agreement, the Second Mortgage Notes and Agreement or under the FF&E FacilityFacilities, in each case, from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections sub-sections of this Section 2.4, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate ’s certificate as required by Section 2.4.2(c), 2.4.1(c) and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less later than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign forward the Notice of Advance Request and deliver the same related Construction Consultant’s certificate to the Company and each the Bank Agent, and the act of forwarding such Advance request and related Construction Consultant’s certificate shall be deemed approval of such Advance Request by the Disbursement Agent except to the extent otherwise set forth in writing by the Disbursement Agent. The Bank Agent shall fund (or cause to be funded) the requested Advance from the Credit Facilities one (1) Business Day before the requested Advance Date in accordance with Section 2.4.3(a), except to the extent a Stop Funding Agents Notice is then in effect. By disbursing an Advance, the Disbursement Agent will be deemed to have confirmed that all required documentation has been provided and all applicable conditions precedent set forth in Article 3 have been satisfied (as so countersigned, an "Advance Confirmation Notice"or waived in accordance with this Agreement and the Loan Documents).

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request and related final Notice of Advance Request by LCR and the Company Phase II Mall Borrowers pursuant to Section 2.4.2(a) and (b) above2.4.1(a), the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Request and determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using information in its possession and obtained from the Funding Agents, the Company Agents and the Construction Consultant, (Ai) the Company's calculation of Available Phase II Mall Funds and calculation of Available Phase II Hotel/Casino Funds, including Anticipated Earnings, Earnings set forth in the Advance RequestRequest (provided that, with respect to amounts available under FF&E Financings, the Disbursement Agent shall be entitled to rely on statements received from the providers of such FF&E Financings as contemplated in Section 2.2.3(a) in verifying such calculation), (Bii) that both before and after giving effect to the requested Advance, the Phase II Project is and shall be In Balance, (Ciii) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5, 2.5 and (Div) that the Company's calculation of interest and fees Debt Service to become due and payable under the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility, in each case, Phase II Mall Construction Loan Agreement from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.4, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate ’s certificate as required by Section 2.4.2(c), 2.4.1(c) and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign forward the Notice of Advance Request and deliver the same related Construction Consultant’s certificate to the Company Person(s) which submitted such Advance Request and each the applicable Funding Agent, and the act of forwarding such Advance Request and related Construction Consultant’s certificate shall be deemed approval of such Advance Request by the Disbursement Agent except to the extent otherwise set forth in writing by the Disbursement Agent. The Funding Agents shall (upon receipt of the Advance Request and related Construction Consultant’s certificate forwarded by the Disbursement Agent in accordance with the preceding sentence) fund the requested Advance on the requested Advance Date in accordance with Section 2.4.3(a), except to the extent a Stop Funding Agents (as so countersigned, Notice is then in effect. The Bank Agent and the Phase II Mall Agent promptly shall notify the Disbursement Agent if the applicable conditions to an "Advance Confirmation Notice")under their respective Facility Agreements have not been satisfied or otherwise waived in accordance therewith.

Funding Notices from Disbursement Agent. (a) (i) Promptly after delivery of each final Advance Request and related final Notice of Advance Request by the Company pursuant to Section 2.4.2(a) and (b) above2.3.1, the Disbursement Agent shall review the same in order to reconcile the information set forth in the Advance Request with the information set forth in the related Notice of Advance Request and determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied. In particular, and without limiting the generality of the foregoing, the Disbursement Agent shall independently verify, using to the extent set forth herein, based on information in its possession and obtained from provided to it by the Funding Agents, the Company and the Construction Consultant, (A) the Company's calculation of Available Funds, including Anticipated Earnings, set forth in the Advance Request, (B) that the Project is Projects are In Balance, (C) that the allocation of the requested Advance among the various funding sources complies with the provisions of Section 2.5, 2.4 and (D) that the Company's calculation of interest and fees scheduled to become due and payable under the Bank Credit Agreement, the Second Mortgage Notes Agreement and the FF&E Facility2014 Notes, in each case, from and after the requested Advance Date and prior to the immediately succeeding Advance Date, is accurate. Subject to the other subsections of this Section 2.42.3, at such time as the Disbursement Agent has received the Construction Consultant's Advance Certificate as required by Section 2.4.2(c), and otherwise determines that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied, but no less than three (3) Banking Days prior to the requested Advance Date, the Disbursement Agent shall countersign the Notice of Advance Request and deliver the same to the Company and each of Funding Agent (or otherwise electronically notify the Company and each Funding Agents Agent that the applicable conditions precedent set forth in Article 3 with respect to a requested Advance have been satisfied) (as so countersignedsuch delivery or notification, an "Advance Confirmation Notice").