Common use of Completion of Construction Clause in Contracts

Completion of Construction. (a) Borrower shall cause the Project Improvements to be constructed in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time in accordance with the terms hereof. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all applicable Legal Requirements, and all Governmental Approvals, and with all terms and conditions of the Loan Documents; pay all sums and to perform such duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Loan Documents, all of which shall be accomplished on or before the Required Completion Date, free from any liens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items furnished in connection therewith unless bonded and removed as a Lien on the Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing shall be furnished by Borrower to Lender on or before the Required Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in nature, Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereof.

Completion of Construction. (a) Borrower shall cause the Project Improvements Mortgage Borrower to be constructed in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time in accordance with the terms hereof. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements completion and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Mortgage Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, Date in accordance with the Plans and Specifications (except for changes in accordance with Section 4.1.26) and in compliance with all restrictions, covenants and easements affecting the Property, all applicable Legal Requirements, and all Governmental Approvals, and with all terms and conditions of the Loan Documents and Building Loan Documents; . Borrower shall pay or cause to be paid all sums and to perform such duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications (except for changes in accordance with Section 4.1.26) and in compliance with all restrictions, covenants and easements affecting the Property, all applicable Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Loan Documents and Building Loan Documents, all of which shall be accomplished on or before the Required Completion Date, free from any liens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items furnished in connection therewith unless bonded and removed as a Lien on the Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing ADA, reasonably acceptable to Lender shall be furnished by Borrower to Lender on or before the Required Completion Date. In addition, if If such certificate of occupancy or other Governmental Approvals are temporary in nature, Borrower shall cause Mortgage Borrower to diligently pursue procuring final Governmental Approvals. In addition, Borrower shall cause Mortgage Borrower to diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereof.

Completion of Construction. Borrowers shall cause Mortgage Borrowers to (a) Borrower shall cause the Project Improvements to be constructed in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time in accordance with the terms hereof. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements Final Completion and obtain a temporary or permanent certificate certificates of occupancy (and to the extent the same are conditional or require performance by BorrowerMortgage Borrowers, to satisfy all conditions to the issuance of and/or performed perform all obligations required for the continued validity of the same) for the Property Units and the other Improvements on or prior to the Required Completion Date, Date in accordance with the Plans and Specifications (except for changes in accordance with Section 4.1.25) and in compliance with all restrictions, covenants and easements affecting the Property, all applicable Legal Requirements, Requirements and all Governmental Approvals, and with all terms and conditions of the Mortgage Loan DocumentsDocuments and this Agreement; and (b) pay all sums and to perform such duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications (except for changes in accordance with Section 4.1.25) and in compliance with all restrictions, covenants and easements affecting the Property, all Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Mortgage Loan DocumentsDocuments and this Agreement, all of which shall be accomplished on or before the Required Completion Date, free from any liens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items furnished in connection therewith unless bonded and removed as a Lien on the Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing shall be furnished by Borrower Borrowers to Lender on or before the Required Completion Date. In addition, if any such certificate certificates of occupancy or other Governmental Approvals are temporary in nature, Borrower Borrowers shall cause Mortgage Borrowers to diligently pursue procuring final certificates of occupancy or Governmental Approvals. In addition, Borrower shall diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereof.

Completion of Construction. To pursue with diligence the construction of the Project, the achievement of Core and Shell Completion, the achievement of “Substantial Completion” (aas defined in the Ground Lease) Borrower shall cause no later than the Fixed Substantial Completion Date and the achievement of Final Completion with respect to the Project Improvements to be constructed in accordance with this Agreement and all Public Project Agreements, the Material Contracts (to the extent applicable), and in substantial compliance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time in accordance with the terms hereof. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion DateSpecifications, in accordance with the Plans a good workmanlike manner and Specifications free of defects, and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all applicable Legal Requirements, and all Governmental Approvals, and with all terms and conditions of the Project Loan Documents; Documents and to achieve “Substantial Completion” (as defined in the Ground Lease) by the Fixed Substantial Completion Date and Final Completion of the Project by the Maturity Date. Borrower shall pay all sums and to perform such all duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Loan Documentsactivities, all of which shall be accomplished on or before in a manner such that the Required Completion Date, Mortgaged Property remains free from any liensLiens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items item furnished in connection therewith unless bonded therewith. Borrower shall deliver to Agent and removed Construction Consultant copies of all Governmental Approvals relating to such construction and development related activities as a Lien on and when received by Borrower or any Member. Borrower shall not commit or permit waste of the Mortgaged Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing shall be furnished by Borrower to Lender on or before the Required Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in natureAfter Final Completion, Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender shall maintain or cause to pay interest on be maintained the Loan as it comes due prior to Mortgaged Property in good working order and shall comply with all Legal Requirements affecting the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”)Mortgaged Property, or (ii) a Letter of Credit in such amount (maintain or cause to be maintained the NYTC Office Unit and the FC Office Unit as “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such dateClass A” office space, and (iiiii) maintain or cause to be maintained the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the reFC Retail Unit as first-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereofclass retail space.

Completion of Construction. To (a) Borrower shall cause diligently pursue and complete construction of each portion of the Project demised pursuant to an Approved Lease by the related Lease Completion Date in all material respects in accordance with the requirements of such Approved Lease and obtain evidence of such completion from the Tenant under such Approved Lease in accordance with Section 7.1.12; (b) diligently pursue and complete construction of the entire Base Building Improvements to be constructed Substantial Completion and to obtain evidence of such completeness satisfactory to the Agent on or prior to the Outside Completion Date in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time (except for changes thereto in accordance with the terms hereof. (bSection 7.1.9) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, in accordance with the Plans and Specifications and in compliance in all material respects with all restrictions, covenants and easements affecting the Mortgaged Property, all applicable Legal RequirementsLaws and Regulations, and all Governmental Approvals, and with all terms and conditions of the Loan DocumentsDocuments to which the Borrower is a party; and (c) pay all sums and to perform such duties as may be necessary to complete such construction of the Project Base Building Improvements substantially in accordance with the Plans and Specifications (except for changes thereto in accordance with Section 7.1.9) and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all Legal Requirements Laws and Regulations and all Governmental Approvals, and with all terms and conditions of the Loan DocumentsDocuments to which the Borrower is a party, all of which shall be accomplished on or before the Required Outside Completion Date, free from any liens, claims or assessments (actual or contingent) asserted against the Mortgaged Property for any material, labor or other items furnished in connection therewith unless bonded except for Permitted Encumbrances and removed as a Lien on the Property. The renovation subject to Borrower’s right to contest any of the Project Improvements shall include all work necessary to put foregoing in accordance with the Property in conformity with, terms and eliminate any breaches from, the ADAconditions of this Agreement. Evidence of satisfactory compliance with all of the foregoing shall be furnished by the Borrower to Lender the Agent on or before the Required Outside Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in nature, Borrower shall diligently pursue procuring final Governmental Approvals. In addition, the Borrower shall diligently pursue construction of the entire Project Base Building Improvements to Final Completion after the Required Outside Completion Date. (d) If at any time . The failure of Substantial Completion to occur on or prior to the Outside Completion Date shall constitute an Event of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit Default hereunder for which there shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereofno applicable cure period.

Completion of Construction. Borrower shall, or shall cause the Property Owner to, (a) Borrower shall cause diligently pursue and complete construction of each portion of the Project demised by an Approved Lease by the related Lease Completion Date in all material respects in accordance with the requirements of such Approved Lease and obtain evidence of such completion from the Tenant under such Approved Lease in accordance with Section 7.1.6; (b) diligently pursue and complete construction of the entire Base Building Improvements to be constructed Substantial Completion and obtain evidence of such completion satisfactory to Lender on or prior to the Outside Completion Date in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time (except for changes thereto in accordance with the terms hereof. (bSection 7.1.10) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, in accordance with the Plans and Specifications and in compliance in all material respects with all restrictions, covenants and easements affecting the Mortgaged Property, all applicable Legal RequirementsLaws and Regulations, and all Governmental Approvals, and with all terms and conditions of the Loan Documents; and (c) pay all sums and to perform such duties as may be necessary to complete such construction of the Project Base Building Improvements to Substantial Completion substantially in accordance with the Plans and Specifications (except for changes thereto in accordance with Section 7.1.10) and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all Legal Requirements Laws and Regulations and all Governmental Approvals, and with all terms and conditions of the Loan Documents, all of which shall be accomplished on or before the Required Outside Completion Date, free from any liensLiens, claims or assessments (actual or contingent) asserted against the Mortgaged Property for any material, labor or other items furnished in connection therewith unless bonded except for Permitted Encumbrances and removed as a Lien on the Property. The renovation subject to Borrower's right to contest any of the Project Improvements shall include all work necessary to put foregoing in accordance with the Property in conformity with, terms and eliminate any breaches from, the ADAconditions of this Agreement. Evidence of satisfactory compliance with all of the foregoing shall be furnished by the Borrower to the Lender on or before the Required Outside Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in nature, the Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall cause the Property Owner to diligently pursue construction of the entire Project Improvements to Final Completion after the Required Outside Completion Date. (d) If at any time . The failure of Substantial Completion to occur on or prior to the Outside Completion Date shall constitute an Event of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit Default hereunder for which there shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereofno applicable cure period.

Completion of Construction. Borrower shall, or shall cause the Property Owner to, (a) Borrower shall cause diligently pursue and complete construction of each portion of the Project demised by an Approved Lease by the related Lease Completion Date in all material respects in accordance with the requirements of such Approved Lease and obtain evidence of such completion from the Tenant under such Approved Lease in accordance with Section 7.1.6; (b) diligently pursue and complete construction of the entire Base Building Improvements to be constructed Substantial Completion and obtain evidence of such completion satisfactory to Agent on or prior to the Outside Completion Date in accordance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time (except for changes thereto in accordance with the terms hereof. (bSection 7.1.10) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, in accordance with the Plans and Specifications and in compliance in all material respects with all restrictions, covenants and easements affecting the Mortgaged Property, all applicable Legal RequirementsLaws and Regulations, and all Governmental Approvals, and with all terms and conditions of the Loan Documents; and (c) pay all sums and to perform such duties as may be necessary to complete such construction of the Project Base Building Improvements to Substantial Completion substantially in accordance with the Plans and Specifications (except for changes thereto in accordance with Section 7.1.10) and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all Legal Requirements Laws and Regulations and all Governmental Approvals, and with all terms and conditions of the Loan Documents, all of which shall be accomplished on or before the Required Outside Completion Date, free from any liensLiens, claims or assessments (actual or contingent) asserted against the Mortgaged Property for any material, labor or other items furnished in connection therewith unless bonded except for Permitted Encumbrances and removed as a Lien on the Property. The renovation subject to Borrower’s right to contest any of the Project Improvements shall include all work necessary to put foregoing in accordance with the Property in conformity with, terms and eliminate any breaches from, the ADAconditions of this Agreement. Evidence of satisfactory compliance with all of the foregoing shall be furnished by the Borrower to Lender the Agent on or before the Required Outside Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in nature, the Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall cause the Property Owner to diligently pursue construction of the entire Project Improvements to Final Completion after the Required Outside Completion Date. (d) If at any time . The failure of Substantial Completion to occur on or prior to the Outside Completion Date shall constitute an Event of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit Default hereunder for which there shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereofno applicable cure period.

Completion of Construction. To pursue with diligence the construction of the Project, the achievement of Core and Shell Completion, the achievement of “Substantial Completion” (aas defined in the Ground Lease) Borrower shall cause no later than the Fixed Substantial Completion Date and the achievement of Final Completion with respect to the Project Improvements to be constructed in accordance with this Agreement and all Public Project Agreements, the Material Contracts (to the extent applicable), and in substantial compliance with the Plans and Specifications and any Permitted Encumbrance and in full compliance with the Building Loan Budget, as the same may be amended from time to time in accordance with the terms hereof. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion DateSpecifications, in accordance with the Plans a good workmanlike manner and Specifications free of defects, and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all applicable Legal Requirements, and all Governmental Approvals, and with all terms and conditions of the Building Loan Documents; Documents and to achieve “Substantial Completion” (as defined in the Ground Lease) by the Fixed Substantial Completion Date and Final Completion of the Project by the Maturity Date. Borrower shall pay all sums and to perform such all duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Loan Documentsactivities, all of which shall be accomplished on or before in a manner such that the Required Completion Date, Mortgaged Property remains free from any liensLiens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items item furnished in connection therewith unless bonded therewith. Borrower shall deliver to Agent and removed Construction Consultant copies of all Governmental Approvals relating to such construction and development related activities as a Lien on and when received by Borrower or any Member. Borrower shall not commit or permit waste of the Mortgaged Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing shall be furnished by Borrower to Lender on or before the Required Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in natureAfter Final Completion, Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender shall maintain or cause to pay interest on be maintained the Loan as it comes due prior to Mortgaged Property in good working order and shall comply with all Legal Requirements affecting the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”)Mortgaged Property, or (ii) a Letter of Credit in such amount (maintain or cause to be maintained the NYTC Office Unit and the FC Office Unit as “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such dateClass A” office space, and (iiiii) maintain or cause to be maintained the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the reFC Retail Unit as first-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereofclass retail space.

Completion of Construction. (ai) Borrower As and to the extent applicable should a casualty loss or taking occur and to the maximum extent permitted under the laws of the State of Florida, Lender shall cause have the Project right, but not the duty, in addition to the rights or remedies afforded to Lender under the Mortgage (i) to enter upon the Premises and take possession thereof, complete the restoration of the Improvements to be constructed in accordance with the Plans approved plans (if restoration or renovation has been undertaken, with such changes therein as the Lender may deem appropriate) and Specifications take all action it deems necessary to protect the Premises, all at the risk, cost and expense of Borrower; (ii) at any Permitted Encumbrance time discontinue any work commenced in respect of the Real Property or abandon the Real Property or change any course of action undertaken by it; or (iii) assume (but not be obligated to) any construction contract made by the Borrower in any way relating to the Real Property and take over and use all or any part of the labor, material, supplies and equipment contracted for by the Borrower, whether or not previously incorporated into the Improvements. (ii) In connection with any construction undertaken by the Lender pursuant to the provisions of this subsection 8.2.(b)(ii), Lender may (i) employ builders, contractors, subcontractors, architects, engineers, inspectors and others for the purpose of furnishing labor, materials and equipment in full compliance connection with the Building Loan BudgetReal Property; (ii) purchase all materials necessary or proper or convenient for completing the Improvements; (iii) pay, settle or compromise all bills or claims that are or may become liens against the Premises, or any portion thereof, or which have been or may be incurred in any manner in connection with the completion of the Improvements or for the discharge of liens or encumbrances on, or defects in, the title of the Premises, or any portion thereof; (iv) execute all applications and certificates in the name of the Borrower which may be required by any construction contract; (v) institute such legal or other proceedings, and defend such actions or proceedings, as Lender shall deem appropriate in connection with the same Premises; and (vi) take, delay in, or refrain from taking, such action hereunder as the Lender may be amended from time to time in accordance with the terms hereofdetermine. (b) Borrower shall cause the Completion of the Improvements to occur on or before the Required Completion Date. (c) Borrower shall diligently pursue construction of the entire Project Improvements to cause the Complete of the Improvements and obtain a temporary or permanent certificate of occupancy (and to the extent the same are conditional or require performance by Borrower, satisfy all conditions to the issuance of and/or performed all obligations required for the continued validity of the same) for the Property on or prior to the Required Completion Date, in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all applicable Legal Requirements, and all Governmental Approvals, and with all terms and conditions of the Loan Documents; pay all sums and to perform such duties as may be necessary to complete such construction of the Project Improvements substantially in accordance with the Plans and Specifications and in compliance with all restrictions, covenants and easements affecting the Property, all Legal Requirements and all Governmental Approvals, and with all terms and conditions of the Loan Documents, all of which shall be accomplished on or before the Required Completion Date, free from any liens, claims or assessments (actual or contingent) asserted against the Property for any material, labor or other items furnished in connection therewith unless bonded and removed as a Lien on the Property. The renovation of the Project Improvements shall include all work necessary to put the Property in conformity with, and eliminate any breaches from, the ADA. Evidence of satisfactory compliance with all of the foregoing shall be furnished by Borrower to Lender on or before the Required Completion Date. In addition, if such certificate of occupancy or other Governmental Approvals are temporary in nature, Borrower shall diligently pursue procuring final Governmental Approvals. In addition, Borrower shall diligently pursue construction of the entire Project Improvements to Final Completion after the Required Completion Date. (d) If at any time prior to the Completion of the Improvements and satisfaction of the conditions to the Final Advance Lender determines in its sole discretion that the undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget and the amount of Interest Reserve Funds on deposit with Lender is insufficient to pay the Debt Service on the Loan, then, Borrower shall deposit with Lender, on demand, either (i) an amount reasonably determined by Lender to pay interest on the Loan as it comes due prior to the Completion of the Improvements and the satisfaction of the conditions to the Final Advance (the “Additional Interest Reserve Deposit”), or (ii) a Letter of Credit in such amount (the “Additional Interest Reserve Letter of Credit”). In determining the amount of the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit, Lender will consider, among other things, (i) the degree of completion of the Improvements on such date, and (ii) the amount, if any, of undrawn funds then available under the Interest Reserve Line Item of the Project Loan Budget. In addition, and subject to the applicable terms hereof and the applicable terms of the Project Loan Agreement regarding the re-allocation of Line Items, Lender shall not unreasonably withhold its consent to Borrower’s request at the time of the deposit of the Additional Interest Reserve Deposit or the Additional Interest Reserve Letter of Credit to re-allocate a portion of the then undrawn Contingency Line Item (or any other Line Item within the Building Loan Budget) from the Project Loan Budget to the Interest Reserve Line Item of the Project Loan Budget, provided, however, under no circumstances may any portion of the Contingency Line Item of the Building Loan Budget be reallocated to the Interest Reserve Line Item. The Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit shall be a Reserve Fund for all purposes hereunder. Lender shall apply the Additional Interest Reserve Deposit or Additional Interest Reserve Letter of Credit in accordance with Section 7.2 hereof.