Common use of Performance of Engineering Work Clause in Contracts

Performance of Engineering Work. (a) Lender shall reimburse Borrower for Required Engineering Work with respect to which Borrower wishes to withdraw sums from the Engineering Escrow Account, not more frequently than once each month, provided that no Event of Default has occurred, that there are sufficient funds available in the Engineering Escrow Account to make such reimbursement and Borrower shall have theretofore furnished Lender with lien waivers, copies of bills, invoices and other reasonable documentation as may be required by Lender to establish that the Required Engineering Work which is the subject of such request represent amounts due for completed or partially completed capital work and improvements performed at the Property, in which case Lender shall make such payments out of the Engineering Escrow Account. In order to request such a reimbursement for Required Engineering Work, Borrower shall submit to Lender for Lender’s written approval a reimbursement request for such Required Engineering Work not later than fifteen (15) days prior to the date for which such reimbursement is requested, in form reasonably satisfactory to Lender setting forth in reasonable detail the basis for Borrower’s request and a detailed description of the completed or partially completed capital work and improvements performed at the Property. Lender shall have the right to approve such request, which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed request submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower may, within ten (10) days after receipt of notice of any such objections revise such request and resubmit the same to Lender whereupon Lender agrees to review such new submission.

Performance of Engineering Work. (a) Grantor shall promptly commence and diligently thereafter pursue to completion the Required Engineering Work. In the event the Required Engineering Work is not completed prior to the date set forth in that certain Conversion and PIP Work Escrow Agreement of even date herewith among Commonwealth Land Title Insurance Company, Operating Tenant, the Person from which Borrower acquired title to the Property and White Lodging Services Corporation (the “CAP Escrow Agreement”), any sums released to Grantor or its Affiliates pursuant to the CAP Escrow Agreement shall be paid over to Lender and deposited into the Engineering Escrow Account. In the event the Required Engineering Work is not completed prior to the first (1st) anniversary of the Closing Date or if Lender does not have a perfected first priority lien over sums held pursuant to the CAP Escrow Agreement, Grantor shall deliver to Lender an amount to be deposited into the Engineering Escrow Account equal to one hundred twenty percent (120%) of the amount estimated by Lender, in its reasonable discretion, necessary to complete the Required Engineering Work less any sums then on deposit in the Engineering Escrow Account. After Grantor completes an item of Required Engineering Work, Grantor may submit to Lender an invoice therefor with lien waivers and a statement from the Engineer, reasonably acceptable to Lender, indicating that the portion of the Required Engineering Work in question has been completed in compliance with all Legal Requirements, and Lender shall, within twenty (20) days thereafter, although in no event more frequently than once each month, reimburse Borrower such amount to Grantor from the Engineering Escrow Account; provided, however, that Grantor shall not be reimbursed more than the amount set forth on Exhibit D hereto as the amount allocated to the portion of the Required Engineering Work for which reimbursement is sought or for any Required Engineering Work with respect to which Borrower wishes to withdraw sums from are held under the Engineering CAP Escrow Account, not more frequently than once each month, provided that no Event of Default has occurred, that there are sufficient funds available in the Engineering Escrow Account to make such reimbursement and Borrower shall have theretofore furnished Lender with lien waivers, copies of bills, invoices and other reasonable documentation as may be required by Lender to establish that the Required Engineering Work which is the subject of such request represent amounts due for completed or partially completed capital work and improvements performed at the Property, in which case Lender shall make such payments out of the Engineering Escrow Account. In order to request such a reimbursement for Required Engineering Work, Borrower shall submit to Lender for Lender’s written approval a reimbursement request for such Required Engineering Work not later than fifteen (15) days prior to the date for which such reimbursement is requested, in form reasonably satisfactory to Lender setting forth in reasonable detail the basis for Borrower’s request and a detailed description of the completed or partially completed capital work and improvements performed at the Property. Lender shall have the right to approve such request, which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed request submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower may, within ten (10) days after receipt of notice of any such objections revise such request and resubmit the same to Lender whereupon Lender agrees to review such new submissionAgreement.

Performance of Engineering Work. (a) Lender Borrower shall reimburse Borrower for Required Engineering Work with respect promptly commence and diligently thereafter pursue to which Borrower wishes completion (without regard to withdraw sums from the amount of money then available in the Engineering Escrow Account) the Required Engineering Work prior to the three (3) month anniversary of the Closing Date, subject to extension of the date for commencement and completion of the Required Engineering Work as may be permitted by the applicable Governmental Authority, in all cases subject to Force Majeure, but in no event shall completion of the Required Engineering Work occur later than December 31, 2007. After Borrower completes an item of Required Engineering Work or any portion thereof, Borrower may submit to Lender an invoice therefor with (a) lien waivers (to the extent permitted by law and with respect to payments received to date, if applicable), (b) a statement from an Architect or Engineer, reasonably acceptable to Lender, indicating that the portion of the Required Engineering Work for which payment or reimbursement is sought has been substantially completed in material compliance with all Legal Requirements and (c) an Officer’s Certificate, reasonably acceptable to Lender, indicating that the portion of the Required Engineering Work for which payment or reimbursement is sought has been substantially completed in material compliance with all Legal Requirements and Borrower has paid or will with the requested disbursement pay all sums due in connection therewith. Notwithstanding the foregoing, in the event Borrower does not obtain the item set forth in clause (b) above, Borrower shall not be required to deliver such items to Lender. Lender shall, within fifteen (15) days after Lender receives such item(s), although in no event more frequently than once each month, provided that no Event of Default has occurred, that there are sufficient funds available in reimburse such amount to Borrower from the Engineering Escrow Account to make such reimbursement and Account; provided, however, that Borrower shall have theretofore furnished Lender with lien waivers, copies not be reimbursed more than the amount set forth on Exhibit D hereto as the amount allocated to the portion of bills, invoices and other reasonable documentation as may be required by Lender to establish that the Required Engineering Work which is the subject of such request represent amounts due for completed or partially completed capital work and improvements performed at the Property, in which case Lender shall make such payments out of the Engineering Escrow Account. In order to request such a reimbursement for Required Engineering Work, Borrower shall submit to Lender for Lender’s written approval a reimbursement request for such Required Engineering Work not later than fifteen (15) days prior to the date for which such reimbursement is requested, in form reasonably satisfactory to Lender setting forth in reasonable detail the basis for Borrower’s request and a detailed description of the completed or partially completed capital work and improvements performed at the Property. Lender shall have the right to approve such request, which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed request submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower may, within ten (10) days after receipt of notice of any such objections revise such request and resubmit the same to Lender whereupon Lender agrees to review such new submissionsought.