REQUEST FOR PAYMENT, WHICH REQUEST SHALL SPECIFY THE CAPITAL EXPENDITURES TO BE
PAID, (II) LENDER SHALL RECEIVE A CERTIFICATE FROM BORROWER (A) STATING THAT THE
ITEMS TO BE FUNDED BY THE REQUESTED DISBURSEMENT ARE CAPITAL EXPENDITURES, (B)
STATING THAT ALL CAPITAL EXPENDITURES (OR PART THEREOF) AT THE PROPERTY TO BE
FUNDED BY THE REQUESTED DISBURSEMENT HAVE BEEN COMPLETED IN A GOOD AND
WORKMANLIKE MANNER AND IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS,
SUCH CERTIFICATE TO BE ACCOMPANIED BY A COPY OF ANY LICENSE, PERMIT OR OTHER
APPROVAL REQUIRED BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE CAPITAL
EXPENDITURES, (C) IDENTIFYING EACH PERSON THAT SUPPLIED MATERIALS OR LABOR IN
CONNECTION WITH THE CAPITAL EXPENDITURES TO BE FUNDED BY THE REQUESTED
DISBURSEMENT, AND (D) STATING THAT EACH SUCH PERSON HAS BEEN PAID IN FULL OR
WILL BE PAID IN FULL (FOR ALL WORK PERFORMED TO DATE, EXCLUSIVE OF ANY
APPLICABLE RETAINAGE) UPON SUCH DISBURSEMENT, SUCH CERTIFICATE TO BE ACCOMPANIED
BY LIEN WAIVERS OR OTHER EVIDENCE OF PAYMENT REASONABLY SATISFACTORY TO LENDER
(WHICH MAY BE CONDITIONAL AS TO THE REQUESTED DISBURSEMENT), (IV) AT LENDER'S
OPTION, IF THE DISBURSEMENT IS IN EXCESS OF $100,000, LENDER SHALL RECEIVE A
TITLE SEARCH FOR THE PROPERTY INDICATING THAT THE PROPERTY IS FREE FROM ALL
LIENS, CLAIMS AND OTHER ENCUMBRANCES NOT PREVIOUSLY APPROVED BY LENDER OTHER
THAN PERMITTED ENCUMBRANCES, AND (V) LENDER SHALL RECEIVE SUCH OTHER EVIDENCE AS
LENDER SHALL REASONABLY REQUEST THAT THE CAPITAL EXPENDITURES AT THE PROPERTY TO
BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE BEEN COMPLETED AND ARE PAID FOR OR
WILL BE PAID (OTHER THAN RETAINAGE, IF APPLICABLE) UPON SUCH DISBURSEMENT TO
BORROWER.
(C)
NOTHING IN THIS SECTION 6.4.2 SHALL (I) MAKE LENDER RESPONSIBLE
FOR MAKING OR COMPLETING THE CAPITAL EXPENDITURES WORK; (II) REQUIRE LENDER TO
EXPEND FUNDS IN ADDITION TO THE CAPITAL EXPENDITURE FUNDS TO COMPLETE ANY
CAPITAL EXPENDITURES WORK; (III) OBLIGATE LENDER TO PROCEED WITH THE CAPITAL
EXPENDITURES WORK; (IV) OBLIGATE LENDER TO DEMAND FROM BORROWER ADDITIONAL SUMS
TO COMPLETE ANY CAPITAL EXPENDITURES WORK; OR (V) IF AN EVENT OF DEFAULT EXISTS,
OBLIGATE LENDER IN ANY WAY TO DISBURSE ANY CAPITAL EXPENDITURE FUNDS.
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(D)
BORROWER SHALL PERMIT LENDER AND LENDER'S AGENTS AND
REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, LENDER'S ENGINEER, ARCHITECT, OR
INSPECTOR) OR THIRD PARTIES TO ENTER ONTO THE PROPERTY UPON REASONABLE ADVANCE
NOTICE DURING NORMAL BUSINESS HOURS (SUBJECT TO THE RIGHTS OF TENANTS UNDER
THEIR LEASES) TO INSPECT THE PROGRESS OF ANY CAPITAL EXPENDITURES WORK AND ALL
MATERIALS BEING USED IN CONNECTION THEREWITH AND TO EXAMINE ALL PLANS AND SHOP
DRAWINGS RELATING TO SUCH CAPITAL EXPENDITURES WORK. BORROWER SHALL USE
REASONABLE EFFORTS TO CAUSE ALL CONTRACTORS AND SUBCONTRACTORS TO COOPERATE WITH
LENDER OR LENDER'S REPRESENTATIVES OR SUCH OTHER PERSONS DESCRIBED ABOVE IN
CONNECTION WITH INSPECTIONS DESCRIBED IN THIS SECTION 6.4.2(D).
(E)
DURING AN ESCROW RESERVE PERIOD, IF BORROWER REQUESTS THAT CAPITAL
EXPENDITURE FUNDS IN EXCESS OF $500,000 BE PAID OR REIMBURSED TO BORROWER FOR A
CAPITAL EXPENDITURE REASONABLY APPROVED BY LENDER, LENDER MAY, UPON COMPLETION
OF SUCH CAPITAL EXPENDITURE AND