Common use of Commencement and Completion of Construction Clause in Contracts

Commencement and Completion of Construction. Subject to the satisfaction of all conditions set forth in Section 2.1 above as well as the execution by Developer of a guaranteed maximum price construction contract for the construction of the Garage and the Hotel upon terms and conditions satisfactory to Developer in its sole and absolute discretion, Developer shall, subject to Unavoidable Delays and/or Unforeseen Condition(s), at its sole cost and expense commence construction of the Hotel within sixty (60) days from and after the date of the issuance of the Notice to Proceed, but no later than the Construction Commencement Deadline, and (b) shall commence construction of the Garage in such time as to complete Garage construction so as to facilitate and permit the timely opening of the Hotel and thereafter continue to prosecute Construction of the Hotel and Garage with diligence and continuity to completion. Developer shall diligently pursue all conditions precedent to County’s issuance of the Notice to Proceed. If Developer fails to timely Commence Construction of the Hotel or if, after Developer has Commenced Construction of the Hotel and Garage, Developer, subject to Unavoidable Delays and/or Unforeseen Condition(s), fails to diligently prosecute Construction of the Hotel or Garage, and such failure continues for thirty (30) consecutive days after Developer’s receipt of notice of such failure, County shall, in addition to all of its other remedies under the Project Documents, have the right to seek such equitable relief (either mandatory or injunctive in nature), in accordance with Section 19.2(a), as may be necessary to cause diligent and continuous prosecution of construction of the Hotel and Garage by Developer, it being understood that Construction of the Hotel and Garage is a material inducement to County to enter into the Project Documents and monetary damages shall be inadequate to compensate County for harm resulting from such failure. Notwithstanding anything to the contrary contained herein, if Developer fails, subject to Unavoidable Delays and/or Unforeseen Condition(s), to Complete Construction of the Hotel and Garage by the Default Date, then the same shall constitute an Event of Default under this Agreement and under the other Project Documents and County shall be entitled to exercise its remedies in the manner set forth in Section 19.2(a).

Commencement and Completion of Construction. Subject to the satisfaction requirements of all conditions set forth in Section 2.1 above as well as the execution by Developer of a guaranteed maximum price construction contract for the construction of the Garage 4.3(b) and the Hotel upon terms and conditions satisfactory to Developer in its sole and absolute discretion, Developer shall, subject to Unavoidable Delays and/or Unforeseen Condition(sSection 4.4(c), at its sole cost and expense commence construction of as amended, the Hotel within sixty Redeveloper: (60) days from and after the date of the issuance of the Notice to Proceed, but no later than the Construction Commencement Deadline, and (bi) shall commence construction of the Garage in Riverfront Trail and Private Park Improvements on or before September 16, 2019 and shall complete such time as to complete Garage construction so as to facilitate and permit the timely opening portion of the Hotel Riverfront Trail and thereafter continue Private Park Improvements as are funded by the LCDA Park Grant to prosecute Construction allow submission of a final Park Grant Pay Application (as hereinafter defined) for all available LCDA Park Grant funds to the City on or before December 20, 2019; (ii) shall complete the Non-Crawlspace Areas VIMS Preparation Work and authorize the City and Authority to commence the Base VIMS Work within the Non- Crawlspace Areas on before September 30, 2019; (iii) shall complete the Crawlspace Areas VIMS Preparation Work and authorize the City and Authority to commence the remaining portion of the Hotel Base VIMS Work within the Crawlspace Areas on or before October 28, 2019; (iv) shall complete the Wood Sealing Preparation Work within the Non-Crawlspace Areas and Garage authorize the City and Authority to commence the Wood Sealing Work within the Non-Crawlspace Areas on or before September 30, 2019; (v) shall complete the Wood Sealing Preparation Work within the Crawlspace Areas and authorize the City and Authority to commence the Wood Sealing Work within the Crawlspace Areas on or before the date that is ten (10) business days after completion of all Base VIMS Work within the Crawlspace Areas that is required to be completed before the Redeveloper’s contractor can pour a new concrete slab within the Crawlspace Areas; (vi) shall cooperate with diligence the City and continuity Authority and take all reasonable action to completion. Developer enable the Base VIMS Work and Wood Sealing Work to be completed on or before December 20, 2019; (vii) shall diligently pursue all conditions precedent to County’s issuance commence construction on the Main Project (as hereinafter defined) by no later than October 31, 2019; and (viii) shall substantially complete construction of the Notice to ProceedMinimum Improvements by December 15, 2020. If Developer fails to timely Commence Construction For purposes of the Hotel foregoing sentence, “substantial completion” shall mean that the Redeveloper has completed the scope of work outlined in the building permit application originally submitted by the Redeveloper’s general contractor to the City on or ifabout June 17, after Developer has Commenced Construction 2019 as previously supplemented and subject to such minor modifications as are made to the Redeveloper’s plans for the Building as part of the Hotel and Garage, Developer, subject to Unavoidable Delays and/or Unforeseen Condition(sconstruction process (“Permit Application”), fails to diligently prosecute Construction of such degree that the Hotel or GarageCity has, and such failure continues for thirty (30) consecutive days after Developer’s receipt of notice of such failure, County shall, in addition to all of its other remedies under the Project Documents, have the right to seek such equitable relief (either mandatory or injunctive in nature), acting in accordance with Section 19.2(a)its normal procedures, as may be necessary issued a full certificate of occupancy with regard to cause diligent and continuous prosecution of construction the portions of the Hotel and Garage by Developer, it being understood that Construction of the Hotel and Garage is a material inducement to County to enter into the Project Documents and monetary damages shall be inadequate to compensate County Building designated for harm resulting from such failure. Notwithstanding anything to the contrary contained herein, if Developer fails, subject to Unavoidable Delays and/or Unforeseen Condition(s), to Complete Construction of the Hotel and Garage by the Default Date, then the same shall constitute an Event of Default under this Agreement and final occupancy under the other Project Documents and County shall be entitled to exercise its remedies in the manner set forth in Section 19.2(a)Permit Application.

Commencement and Completion of Construction. Subject (a) If not already commenced, Borrower shall use good faith efforts to the satisfaction of all conditions set forth in Section 2.1 above as well as the execution by Developer of a guaranteed maximum price construction contract for the construction of the Garage and the Hotel upon terms and conditions satisfactory to Developer in its sole and absolute discretion, Developer shall, subject to Unavoidable Delays and/or Unforeseen Condition(s), at its sole cost and expense commence construction of the Hotel within sixty (60) days from and after the date of the issuance of the Notice to Proceed, but no later than the Construction Commencement Deadline, and (b) shall commence construction of the Garage in such time as to complete Garage construction so as to facilitate and permit the timely opening of the Hotel and thereafter continue to prosecute Construction of the Hotel and Garage with diligence and continuity to completion. Developer shall diligently pursue all conditions precedent to County’s issuance of the Notice to Proceed. If Developer fails to timely Commence Construction of the Hotel or if, after Developer has Commenced Construction of the Hotel and Garage, Developer, subject to Unavoidable Delays and/or Unforeseen Condition(s), fails to diligently prosecute Construction of the Hotel or Garage, and such failure continues for Work within thirty (30) consecutive days after Developer’s receipt following the Closing Date and Borrower shall thereafter diligently and continuously pursue the achievement of notice of such failureCompletion. The Construction Work shall be performed and the Improvements shall be constructed in a good and workmanlike manner, County shallfree from all material defects in materials or workmanship. The Construction Work shall conform in all material respects to the Business Plan, in addition to the School Unit Purchase Agreement, the Approved Plans and all of its other remedies under the Project DocumentsLegal Requirements, have the right to seek such equitable relief (either mandatory or injunctive in nature), as same may be modified in accordance with Section 19.2(athe terms of this Agreement. The Construction Work shall proceed diligently and Borrower shall achieve Completion of the Construction Work and the Improvements on or before the Completion Date. In the case that there is a Force Majeure event, the Completion Date shall be extended on a day-for-day basis for each calendar day that Borrower is unable to complete the Construction Work by the Completion Date provided that (i) written notice of each such delaying cause is received by Lender within twelve (12) Business Days after Borrower first becomes aware of the commencement of each such delaying cause and again within twelve (12) Business Days after Borrower becomes aware of any termination or cessation thereof and (ii) the Completion Date shall in no event be extended beyond the date which is 45 months following the Closing Date (i.e., September 19, 2021) (the “Outside Completion Date”), TIME BEING OF THE ESSENCE, and (iii) the Loan is not Out of Balance (or sufficient Additional Equity has been contributed such that the Loan is no longer Out of Balance). (b) Borrower shall achieve each of the following conditions on or before the date specified therefor (each such condition shall be referred to individually as a “Milestone Construction Hurdle” and the corresponding dates for Borrower to achieve such Milestone Construction Hurdle are referred to individually as a “Milestone Deadline”) in each case, as such date may be necessary extended due to cause diligent and continuous prosecution of construction of Force Majeure on a day-for-day basis for each day that Borrower is unable to achieve the Hotel and Garage applicable Milestone Construction Hurdle by Developerthe applicable Milestone Deadline; provided, it being understood that Construction of the Hotel and Garage is a material inducement to County to enter into the Project Documents and monetary damages however, no Milestone Deadline shall be inadequate extended due to compensate County for harm resulting from such failure. Notwithstanding anything to a Force Majeure event (i) beyond the contrary contained herein, if Developer fails, subject to Unavoidable Delays and/or Unforeseen Condition(s), to Complete Construction of the Hotel and Garage by the Default applicable “Outside Milestone Date, then the same shall constitute an Event of Default under this Agreement and under the other Project Documents and County shall be entitled to exercise its remedies in the manner ” set forth in Section 19.2(a).below, or (ii) beyond the Outside Completion Date: 1 24 SOE Work completed 2/2/2018 6/30/2018 12/30/2018 2 26 Caisson Operation completed 5/21/2018 9/30/2018 3/30/2019 3 28 & 29 Foundation walls complete and Slab on grade poured 10/4/2018 2/28/2019 8/28/2019

Commencement and Completion of Construction. Subject to the satisfaction of all conditions set forth in Section 2.1 above as well as the execution by Developer of a guaranteed maximum price construction contract for Borrower ------------------------------------------- shall proceed with the construction of the Garage Project with due diligence, substantially in accordance with the Construction Schedule, and the Hotel upon terms and conditions satisfactory to Developer in its sole and absolute discretion, Developer shall, subject to Unavoidable Delays and/or Unforeseen Condition(s)the terms of this Section 7.01, at its sole cost and expense commence construction shall effect Completion of Construction on or prior to the Completion Date. Borrower shall thereafter complete all incomplete portions of the Hotel within Project in a timely fashion in compliance with the OCC Lease and all other applicable Space Leases. The Completion Date may be extended for a period not to exceed sixty (60) days from and by Force Majeure, provided that (i) Borrower shall promptly, but in no event later than ten (10) days after the date occurrence of Force Majeure circumstances, notify Lender of the issuance existence of such Force Majeure circumstances, which notice shall set forth the date upon which such circumstance began, (ii) Borrower shall provide Lender with such evidence of the Notice Force Majeure circumstances as Lender shall reasonably request, including any information provided by General Contractor to Proceed, but no later than Borrower in General Contractor's request for extension of the Completion Date pursuant to the terms of the Construction Commencement Deadline, Contract or by Borrower to the OCC under the OCC Lease and (biii) dates for the performance of Borrower's obligations under the OCC Lease shall commence construction be extended by an equal period pursuant to Section 28.16 of the Garage in such time as to complete Garage construction so as to facilitate and permit the timely opening of the Hotel and thereafter continue to prosecute Construction of the Hotel and Garage with diligence and continuity to completionOCC Lease. Developer shall diligently pursue all conditions precedent to County’s issuance of the Notice to Proceed. If Developer fails to timely Commence Construction of the Hotel or if, after Developer has Commenced Construction of the Hotel and Garage, Developer, subject to Unavoidable Delays and/or Unforeseen Condition(s), fails to diligently prosecute Construction of the Hotel or Garage, and such failure continues for thirty (30) consecutive days after Developer’s receipt of notice of such failure, County shall, in addition to all of its other remedies under the Project Documents, have the right to seek such equitable relief (either mandatory or injunctive in nature), in accordance with Section 19.2(a), as may be necessary to cause diligent and continuous prosecution The progress of construction of the Hotel and Garage by Developer, it being understood that Construction of the Hotel and Garage is a material inducement to County to enter into the Project Documents and monetary damages shall be inadequate deemed to compensate County for harm resulting from such failure. Notwithstanding anything to be substantially in accordance with the contrary contained herein, if Developer fails, subject to Unavoidable Delays and/or Unforeseen Condition(s), to Complete Construction of the Hotel and Garage by the Default Date, then the same shall constitute an Event of Default under this Agreement and under the other Project Documents and County shall be entitled to exercise its remedies in the manner Schedule so long as target dates set forth in such schedule have been met or, if such target dates have not been met, Lender has determined in its reasonable discretion that Completion of Construction will occur not later than the Completion Date as extended in compliance with this Section 19.2(a)7.01. Borrower shall not permit construction to cease for more than ten (10) consecutive days or for more than twenty (20) days in the aggregate, subject, however, to delays for Force Majeure as permitted by this Section 7.01. During any discontinuance of construction, Borrower shall make adequate provision, acceptable to Lender, for the protection of the Project to the extent then constructed, against deterioration and against other loss, damage or theft.