AS SET FORTH IN SECTION 3.1.11
HEREOF;
(E)
A CERTIFICATION THAT NO SHORTFALL THEN EXISTS;
(F)
A CERTIFICATION THAT THE ADVANCE REQUEST DOES NOT INCLUDE ANY
AMOUNTS IN RESPECT OF STORED MATERIALS OR, IF THE ADVANCE REQUEST DOES INCLUDE
AMOUNTS IN RESPECT OF STORED MATERIALS, THEN A CERTIFICATION (I) AS TO THE VALUE
OF STORED MATERIALS STORED AT THE HOTEL/CASINO PROPERTY OR THE ADJACENT
PROPERTY, (II) AS TO THE VALUE OF STORED MATERIALS STORED OFF-SITE, AND (III)
THAT THE REQUIREMENTS OF SECTION 3.1.11 HEREOF ARE SATISFIED WITH RESPECT TO ALL
SUCH STORED MATERIALS;
(G)
A CERTIFICATION, TO THE BEST KNOWLEDGE OF THE CONSTRUCTION
CONSULTANT (FOR WHICH PURPOSE IT HAS, TO THE EXTENT REASONABLY APPROPRIATE IN
ITS PROFESSIONAL JUDGMENT, RELIED UPON OBSERVATIONS, CERTIFICATIONS AND
RESPONSES OF THE APPLICABLE ARCHITECT AND PERSONS EMPLOYED FOR THE CONSTRUCTION
OF THE PROJECT), THAT THE CONSTRUCTION OF THE PROJECT TO THE DATE OF THE ADVANCE
REQUEST HAS BEEN PERFORMED IN A GOOD AND WORKMANLIKE MANNER, IN CONFORMITY WITH
GOOD CONSTRUCTION AND ENGINEERING PRACTICES AND IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE PLANS AND SPECIFICATIONS AND THE CONSTRUCTION SCHEDULE;
(H)
A CERTIFICATION THAT THE CONSTRUCTION CONSULTANT HAS REVIEWED ALL
ADVANCE REQUESTS MADE PRIOR TO THE DATE THEREOF AND COMPARED THE INVOICES OR
OTHER DOCUMENTATION SUPPORTING SUCH PRIOR CONSTRUCTION LOAN ADVANCES WITH THE
LINE ITEM CATEGORIES PRESENTLY IN EFFECT AND THAT THE TOTAL ADVANCES TO DATE IN
EACH SUCH LINE ITEM CATEGORY DO NOT EXCEED THE BUDGETED AMOUNT FOR SUCH CATEGORY
IN ANY MATERIAL RESPECT, EXCEPT AS PERMITTED PURSUANT TO SECTIONS 3.9, 3.10
AND/OR 3.15 HEREOF; AND
(I)
A CERTIFICATION THAT (I) THE LOAN BUDGET FAIRLY REPRESENTS IN ALL
MATERIAL RESPECTS THE PROJECT COSTS THAT IT REASONABLY ANTICIPATES WILL BE
INCURRED THROUGH THE DATE OF FINAL COMPLETION IN THE AGGREGATE AND FOR EACH LINE
ITEM SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, AND (II) THE
CONSTRUCTION CONSULTANT IS NOT AWARE OF ANY MATERIAL COSTS THAT WILL BE NEEDED
TO BE PAID OR INCURRED BY BORROWERS IN ORDER TO CAUSE SUBSTANTIAL COMPLETION OR
FINAL COMPLETION TO OCCUR OTHER THAN THE PROJECT COSTS IDENTIFIED IN THE LOAN
BUDGET.
"Construction Loan" shall mean that portion of the Loan to be made by Lender to
Borrowers pursuant to this Agreement in an aggregate principal amount not to
exceed the Construction Loan Amount.
"Construction Loan Advance" shall mean any advance of any portion of the
Construction Loan Amount pursuant to this Agreement, including, without
limitation, (i) any Pre-Construction Advance once advanced in accordance with
Section 3.17 hereof, (ii) the Second Anniversary Unfunded Construction Loan
Advance, if applicable, and/or (iii) any
11
subsequent advance of funds advanced into the Construction Loan Reserve Account
pursuant to the Second Anniversary Unfunded Construction Loan Advance as
contemplated under Section 3.1(d) hereof, if applicable, in each of the
foregoing instances, in accordance with the terms hereof.
"Construction Loan Amount" shall mean, as of any date of determination, an
amount equal to the lesser of (i) $600,000,000.00 or (ii) the amount that, when
added to the