IT RELATES (B) THE QUANTITY AND PRICE OF EACH ITEM PURCHASED, IF THE
REQUIRED WORK INCLUDES THE PURCHASE OR REPLACEMENT OF SPECIFIC ITEMS, (C) THE
PRICE OF ALL MATERIALS (GROUPED BY TYPE OR CATEGORY) USED IN ANY REQUIRED WORK
OTHER THAN THE PURCHASE OR REPLACEMENT OF SPECIFIC ITEMS, (D) THE COST OF ALL
CONTRACTED LABOR OR OTHER SERVICES APPLICABLE TO EACH REQUIRED WORK FOR WHICH
SUCH REQUEST FOR DISBURSEMENT IS MADE AND (E) IN THE INSTANCE OF A REQUEST FOR
DISBURSEMENT FROM THE REPLACEMENT RESERVE ACCOUNT, THE APPLICABLE RESERVE
ACCOUNT(S) TO WHICH SUCH REQUEST RELATES.
WITH EACH REQUEST BORROWER SHALL
CERTIFY THAT ALL REQUIRED WORK HAS BEEN PERFORMED IN ACCORDANCE WITH
ALL LEGAL REQUIREMENTS AND, AS APPLICABLE, ANY AND ALL REQUIREMENTS SET FORTH IN
ANY MANAGEMENT AGREEMENT, FRANCHISE AGREEMENT, AND/OR OPERATING LEASE.
EXCEPT
AS PROVIDED IN SECTION 9.5(D), EACH REQUEST FOR DISBURSEMENT SHALL BE MADE ONLY
AFTER COMPLETION OF THE REQUIRED REPAIR OR REPLACEMENT (OR THE PORTION THEREOF
COMPLETED IN ACCORDANCE WITH
96
SECTION 9.5(D)), AS APPLICABLE, FOR WHICH DISBURSEMENT IS REQUESTED.
BORROWER
SHALL PROVIDE LENDER EVIDENCE SATISFACTORY TO LENDER IN ITS REASONABLE JUDGMENT
OF SUCH COMPLETION OR PERFORMANCE.
WITH RESPECT TO A PROPERTY, LENDER SHALL
ONLY DISBURSE FUNDS FROM THE REPLACEMENT RESERVE ACCOUNT APPLICABLE TO SUCH
PROPERTY.
(C)
BORROWER SHALL PAY ALL INVOICES IN
CONNECTION WITH THE REQUIRED WORK WITH RESPECT TO WHICH A DISBURSEMENT IS
REQUESTED PRIOR TO SUBMITTING SUCH REQUEST FOR DISBURSEMENT FROM THE APPLICABLE
RESERVE ACCOUNTS OR SHALL HAVE GIVEN UNDERTAKINGS AND ASSURANCES ACCEPTABLE TO
LENDER THAT BORROWER SHALL PAY ALL SUCH AMOUNTS FROM LENDER'S DISBURSEMENTS OR,
IF ACCEPTABLE ASSURANCES ARE NOT PROVIDED, AT THE REQUEST OF BORROWER, LENDER
WILL ISSUE JOINT CHECKS, PAYABLE TO BORROWER AND THE CONTRACTOR, SUPPLIER,
MATERIALMAN, MECHANIC, SUBCONTRACTOR OR OTHER PARTY TO WHOM PAYMENT IS DUE IN
CONNECTION WITH THE REQUIRED WORK.
IN THE CASE OF PAYMENTS MADE BY JOINT CHECK,
LENDER MAY REQUIRE A WAIVER OF LIEN FROM EACH PERSON RECEIVING PAYMENT PRIOR TO
LENDER'S DISBURSEMENT OF THE RESERVE FUNDS.
IN ADDITION, AS A CONDITION TO ANY
DISBURSEMENT, LENDER MAY REQUIRE BORROWER TO OBTAIN LIEN WAIVERS FROM EACH
CONTRACTOR, SUPPLIER, MATERIALMAN, MECHANIC OR SUBCONTRACTOR WHO RECEIVES
PAYMENT IN AN AMOUNT EQUAL TO OR GREATER THAN $100,000 FOR COMPLETION OF ITS
WORK OR DELIVERY OF ITS MATERIALS.
ANY LIEN WAIVER DELIVERED HEREUNDER SHALL
CONFORM TO ALL LEGAL REQUIREMENTS AND SHALL COVER ALL WORK PERFORMED AND
MATERIALS SUPPLIED (INCLUDING EQUIPMENT AND FIXTURES) FOR THE APPLICABLE
PROPERTY BY THAT CONTRACTOR, SUPPLIER, SUBCONTRACTOR, MECHANIC OR MATERIALMAN
THROUGH THE DATE COVERED BY THE CURRENT DISBURSEMENT REQUEST (OR, IN THE EVENT
THAT PAYMENT TO SUCH CONTRACTOR, SUPPLIER, SUBCONTRACTOR, MECHANIC OR
MATERIALMEN IS TO BE MADE BY A JOINT CHECK, THE RELEASE OF LIEN SHALL BE
EFFECTIVE THROUGH THE DATE COVERED BY THE PREVIOUS RELEASE OF FUNDS REQUEST).
(D)
IF (I) THE COST OF ANY ITEM OF REQUIRED WORK
EXCEEDS $150,000, (II) THE CONTRACTOR PERFORMING SUCH REQUIRED WORK REQUIRES
PERIODIC PAYMENTS PURSUANT TO TERMS OF A WRITTEN CONTRACT, AND (III) LENDER HAS
APPROVED IN WRITING IN