STATING THAT EACH SUCH PERSON HAS BEEN PAID IN FULL OR WILL BE PAID IN FULL,
TO THE EXTENT OF AMOUNTS THEN DUE AND OWING TO SUCH PERSON, UPON SUCH
DISBURSEMENT, SUCH CERTIFICATE TO BE ACCOMPANIED BY LIEN WAIVERS OR OTHER
EVIDENCE OF PAYMENT REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT; (IV) AT
COMPLETION OF THE REPLACEMENT, AT ADMINISTRATIVE AGENT'S OPTION, IN ITS
REASONABLE DISCRETION, A TITLE SEARCH FOR THE PROPERTY INDICATING THAT THE
PROPERTY IS FREE FROM ALL LIENS, CLAIMS AND OTHER ENCUMBRANCES OTHER THAN
PERMITTED ENCUMBRANCES; (V) UPON COMPLETION OF THE REPLACEMENT, AT
ADMINISTRATIVE AGENT'S OPTION, IF THE COST OF ANY INDIVIDUAL REPLACEMENT EXCEEDS
$250,000, ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A REPORT SATISFACTORY TO
ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION FROM AN ARCHITECT OR ENGINEER
APPROVED BY ADMINISTRATIVE AGENT IN RESPECT OF SUCH ARCHITECT OR ENGINEER'S
INSPECTION OF THE APPLICABLE REPLACEMENT; AND (VI) ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED SUCH OTHER EVIDENCE AS ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST THAT THE REPLACEMENTS AT THE PROPERTY TO BE FUNDED BY THE REQUESTED
DISBURSEMENT HAVE BEEN PERFORMED AND ARE PAID FOR OR WILL BE PAID UPON SUCH
DISBURSEMENT TO BORROWER.
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO
DISBURSE REPLACEMENT RESERVE FUNDS MORE FREQUENTLY THAN ONCE EACH CALENDAR MONTH
NOR IN AN AMOUNT LESS THAN THE MINIMUM DISBURSEMENT AMOUNT (OR A LESSER AMOUNT
IF THE TOTAL AMOUNT OF REPLACEMENT RESERVE FUNDS IS LESS THAN THE MINIMUM
DISBURSEMENT AMOUNT, IN WHICH CASE ONLY ONE DISBURSEMENT OF THE AMOUNT REMAINING
IN THE ACCOUNT SHALL BE MADE).
(C)
NOTHING IN THIS SECTION 8.2 SHALL (I) MAKE ADMINISTRATIVE
AGENT OR ANY LENDER RESPONSIBLE FOR MAKING OR COMPLETING THE REPLACEMENTS; (II)
REQUIRE ADMINISTRATIVE AGENT OR ANY LENDER TO EXPEND FUNDS IN ADDITION TO THE
REPLACEMENT RESERVE FUNDS TO COMPLETE ANY REPLACEMENTS; (III) OBLIGATE
ADMINISTRATIVE AGENT OR ANY LENDER TO PROCEED WITH THE REPLACEMENTS; OR (IV)
OBLIGATE ADMINISTRATIVE AGENT OR ANY LENDER TO DEMAND FROM BORROWER ADDITIONAL
SUMS TO COMPLETE ANY REPLACEMENTS.
(D)
BORROWER SHALL PERMIT ADMINISTRATIVE AGENT AND ADMINISTRATIVE
AGENT'S AGENTS AND REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION,
ADMINISTRATIVE AGENT'S ENGINEER, ARCHITECT, OR INSPECTOR) OR THIRD PARTIES TO
ENTER ONTO THE PROPERTY DURING NORMAL BUSINESS HOURS WITH REASONABLE NOTICE
(SUBJECT TO THE RIGHTS OF TENANTS UNDER THEIR LEASES) TO INSPECT THE
88
progress of any Replacements and all materials being used in connection
therewith and to examine all plans and shop drawings relating to such
Replacements.
Borrower shall cause all contractors and subcontractors to
reasonably cooperate with Administrative Agent or Administrative Agent's
representatives or such other Persons described above in connection with
inspections described in this Section.
(E)
IN ADDITION TO ANY INSURANCE REQUIRED UNDER THE LOAN
DOCUMENTS, BORROWER SHALL PROVIDE OR CAUSE TO BE PROVIDED WORKMEN'S COMPENSATION
INSURANCE, BUILDER'S RISK, AND PUBLIC LIABILITY INSURANCE AND OTHER INSURANCE TO
THE EXTENT REQUIRED UNDER APPLICABLE LAW IN CONNECTION WITH THE REPLACEMENTS.
ALL SUCH POLICIES SHALL BE IN FORM AND AMOUNT REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT
SUCH TIME THAT A RESERVE TRIGGER PERIOD NO