Common use of Completion of Improvements Clause in Contracts

Completion of Improvements. The Premises shall be constructed in accordance with the Base Plan Specifications and Option Addendum as approved by the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoing, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendum. The Premises shall be deemed complete and ready to close upon the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike manner, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delay.

Completion of Improvements. Landlord, through its general contractor (“Contractor”), shall furnish and install within the Premises those items of general design, engineering and construction, shown on the final plans and specifications approved by Landlord and Tenant pursuant to the Schedule of Approvals below, in compliance with all applicable laws, ordinances, codes, rules and regulations and matters of record, and complete any construction required in the Common Areas of the Building when such construction is required by or arises out of completion of such work (collectively the “Improvements”). The contractor constructing the Improvements in the Premises shall be constructed selected pursuant to a procedure whereby the final Plans and Specifications (as such term is defined in this Exhibit B) are submitted to Xxxxxxx Xxxxxx Builders, Inc. (“XXX”) and Pinnacle Contracting Corporation (collectively, the “Approved Contractors”), who shall be requested to each submit to Landlord and to Tenant a sealed contract bid using such forms reasonably acceptable to Landlord in order to provide an “apples to apples” bidding process. The sealed bids shall be delivered to Tenant and Landlord and opened jointly by Landlord and Xxxxxx. Tenant, in Tenant’s sole and absolute discretion, shall select the Contractor from the two Approved Contractors (regardless of which has the lower bid). Each bid from the contractors shall specify any allowances for exclusions and shall further provide that said bids are without overtime premiums or bonuses necessary to complete the Improvements in accordance with the Base terms hereof. The architect engaged by Xxxxxx to prepare the Space Plan and Plans and Specifications and Option Addendum as approved by related design work for the Buyer and SellerImprovements shall be Xxxxxxx (the “Architect”). Landlord shall disburse amounts of the Allowance (up to the maximum specified below) to Architect within thirty (30) days after receipt of paid invoices from Architect or Tenant for Architect’s services; provided, attached hereto as Exhibits A & B. Notwithstanding however, notwithstanding the foregoing, Landlord shall pay $[***] for the Base Architect’s preparation of the Space Plan Specifications (as evidenced by the Architect’s invoice number 68045 dated October 15, 2010), at Landlord’s sole cost and Option Addendumexpense (and without using the Allowance or any portion thereof). The definition of Improvements shall include all costs associated with completing the Improvements, including but not limited to, fees payable to Xxxxxxx, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees, plan check and permit costs, and document development and/or reproduction, and all diagrams, schematics, costs and renderings expenses for any construction manager(s) engaged by Xxxxxx (provided such soft costs for architectural and engineering services charged against the Allowance shall not exceed $[***] per square feet of same remain Usable Area in the property of Seller Premises) at Tenant’s sole option. The Space Plan and any distribution of same outside the Plans and Specifications (each as defined in Section 3 of this Contract is strictly prohibitedExhibit B) shall be subject to Landlord’s prior review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller expressly reserves the right to make changes to the Base Landlord’s approval of any iteration of a Space Plan or Plans and Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendum. The Premises shall be deemed complete granted unless Landlord provides a reasonable disapproval or approval to Tenant prior to the sixth (6th) business day after Landlord’s receipt of the Space Plan or Plans and ready Specifications. Without limiting Landlord’s discretion to close upon the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements reasonably withhold its approval, Tenant agrees that it shall be completed reasonable for Landlord to withhold its approval of any aspect of Tenant’s Space Plan or Plans and Specifications (or, in a good and workmanlike manner, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitationeither case, any public proposed changes thereto) which (i) adversely affect Building systems, the structure of the Building or private architectural controls the safety of the Building and/or its occupants, (ii) would violate any governmental laws, rules or ordinances; (iii) would require any changes that adversely impact the base, shell and restrictionscore of the Building, and/or (iv) are inconsistent with the standards of first class office buildings in the vicinity of the Building, as reasonably determined by Landlord and the Contractor. Reasonable efforts Landlord shall provide a written statement of any disapproval of any Space Plan or Plans and Specifications stating the reasons for Xxxxxxxx’s disapproval. Tenant acknowledges and agrees that any change in the scope of work or details of construction after Xxxxxx’s and Landlord’s approval of the Plans and Specifications shall constitute a “Change Order”, the costs of which may be charged against any available amounts of the Allowance under this Exhibit B. To the extent the Change Order delays construction of the Improvements, the same shall be made by Seller to complete all work on the Premises in a timely mannerTenant Delay. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons[***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delayCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Completion of Improvements. Landlord, through its general contractor (“Contractor”), shall furnish and install within the Premises those items of general construction, shown on the final Plans and Specifications approved by Landlord and Tenant pursuant to the Schedule of Approvals below, in compliance with all applicable codes and regulations (the “Final Plans and Specifications”), and complete any construction required in the Common Areas of the Building when such construction is required by or arises out of completion of the Improvements (collectively the “Improvements”). Landlord has approved WWCOT as Tenant’s architect (“Architect”). The term “Premises” as used herein shall refer to both the “Initial Premises” and the “Must-Take Space” as defined in the Lease, it being understood that the Improvements to the Initial Premises and the Must-Take Space shall be constructed performed at the same time pursuant to this Exhibit B. The definition of Improvements shall include all costs associated with completing the Tenant Improvements (including one supplementary HVAC unit, subject to Landlord’s review of power and heat loads), including but not limited to, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees and permit costs, and document development and/or reproduction. Tenant acknowledges and agrees that any change in accordance with the Base Plan Specifications and Option Addendum as approved by scope of work or details of construction after Tenant’s sign off of the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoingfinalized working drawings shall constitute a “Change Order”, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings costs of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes which Tenant shall pay pursuant to the Base Plan Specifications provisions of Subsection 2 (d) hereinbelow. Landlord shall provide Tenant sufficient riser capacity from the ground floor main point of entry of the Building to the Premises for the purposes of installing data, telecommunications and Option Addendum as may be telephone cable reasonably required by governmental authority or as may be required by to operate Tenant’s business. Landlord shall provide adequate capacity within the on-site Premises conditions so long as base Building fire alarm system to provide for Tenant’s reasonable fire life safety requirements in the size, overall quality, and appearance Premises. Landlord shall provide existing Building standard window coverings along the window line of the Premises are similar to that shown on and shall repair or replace any broken window coverings as reasonably required along the Base Plan Specifications and Option Addendumwindow line of the Premises. The Premises shall be deemed complete and ready to close upon To the issuance extent required by any of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike mannerplanned Improvements, and in accordance with to the extent required by any Codes, Tenant shall, at Tenant’ sole cost and expense (which may be charged against any available amount of the Allowance (as hereinafter defined), remove all applicable governmental regulationscables and wiring including, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all work on of the Premises in a timely manner. Notwithstanding such effortssame located above the plenum, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delayPremises.

Completion of Improvements. The Premises Landlord, through its general contractor (“Contractor”), shall furnish and install within the Suite 1610 Expansion Space and the Suite 1500 Expansion Space those items of general construction, shown on the final Plans and Specifications (as hereinafter defined) approved by Landlord and Tenant pursuant to the Schedule of Approvals below, in compliance with all applicable codes and regulations, and complete any construction required in the Common Areas of the Building when such construction is required by or arises out of completion of the Improvements (collectively the “Improvements”). This work letter shall govern the installation of the Improvements in both the Suite 1610 Expansion Space and the Suite 1500 Expansion Space, provided that it is understood and agreed by Landlord and Tenant that the Improvements in each space shall be constructed at different times. All references to the defined term “Premises” herein shall mean and refer to the Suite 1610 Expansion Space and the Suite 1500 Expansion Space and the definition of Improvements shall mean and refer to the Improvements to be constructed in accordance each particular space. The definition of Improvements shall include all costs associated with completing the Base Tenant Improvements, including but not limited to, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees, plan check and permit costs, and document development and/or reproduction. The Space Plan and the Plans and Specifications (each as defined in Section 3 of this Exhibit B) shall be subject to Landlord’s prior review and Option Addendum as approved by the Buyer approval, which approval shall not be unreasonably withheld, conditioned or delayed. Without limiting Landlord’s discretion to reasonably withhold its approval, Tenant agrees that it shall be reasonable for Landlord to withhold its approval of any aspect of Tenant’s Space Plan or Plans and SellerSpecifications (or, attached hereto as Exhibits A & B. Notwithstanding the foregoingin either case, any proposed changes thereto) which (i) adversely affect Building systems, the Base Plan Specifications and Option Addendumstructure of the Building or the safety of the Building and/or its occupants, and all diagrams(ii) would violate any governmental laws, schematics, and renderings of same remain the property of Seller and rules or ordinances; (iii) would require any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications base, shell and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance core of the Premises Building, and/or (iv) are similar inconsistent with the standards of first class office buildings in the vicinity of the Building. Landlord shall provide a written statement of any disapproval of any Space Plan or Plans and Specifications stating the reasons for Landlord’s disapproval. Tenant acknowledges and agrees that any change in the scope of work or details of construction after Tenant’s approval of the Plans and Specifications shall constitute a “Change Order”, the costs of which Tenant shall pay pursuant to that shown on this Exhibit B. To the Base Plan Specifications and Option Addendum. The Premises extent the Change Order delays construction of the Improvements, or if Tenant fails to approve or pay for the Change Order upon submission of the Change Order, the same shall be deemed complete and ready a Tenant Delay. Contractor shall have no obligation to close upon the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike manner, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public commence or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all continue work on the Premises Improvements until Tenant pays for such Change Order provided that Contractor may elect, in a timely manner. Notwithstanding such effortsits reasonable discretion, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, to continue work (without waiving Landlord’s right to receive payment and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, BuyerTenant’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in obligation to pay) with respect to the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delaysubject Change Order.

Completion of Improvements. The Premises Before the commencement of the Lease Term, -------------------------- Landlord will substantially complete the construction of the Building (if not substantially completed as of the execution hereof) to the stage that the Building is operable for Tenant's purposes, which shall be constructed defined as occurring when Tenant's entrance to the Leased Premises are substantially completed and the heating and air-conditioning system (as required for the season and then prevailing climate) and all other mechanical systems required for service to the Leased Premises are in accordance regular operation. The Building shall be compliant with all applicable state, federal and local laws in effect on the Base Plan Specifications and Option Addendum as approved by date that the Buyer and Sellercertificate of occupancy for the Building is issued, attached hereto as Exhibits A & B. Notwithstanding the foregoingincluding, without limitation, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option AddendumADA. The Leased Premises shall be deemed complete to be substantially completed ("Substantially Completed" or "Substantial Completion") when (i) all work specified to be done in the Final Plans, has been substantially completed as determined by Landlord except for minor items of finishing and ready to close upon the issuance construction of a Certificate nature which are not necessary to make the Leased Premises reasonably tenantable for Tenant's use as stated herein and (ii) a certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closingoccupancy has been issued. The improvements All punch list items shall be completed by Landlord within thirty (30) days following the date of Substantial Completion, subject only to force majeure (as hereinafter defined). If Tenant makes any changes to the Final Plans and Landlord advises Tenant at the time of the proposed change that such changes would cause a delay in the Commencement Date, then, if such delay should occur, in addition to the costs Tenant shall pay for any costs to Landlord as provided in Section 8 hereof, Tenant shall commence to pay rent on the Rent Commencement Date that would have been in effect had the changes of Tenant not affected the Commencement Date. Landlord shall have the Leased Premises Substantially Completed by the Scheduled Commencement Date, except for delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, unusual delays in the procurement or issuance of permits, casualty to the Building or Acts of God (such casualty or Acts herein referred to as "force majeure"), any of which shall extend the Scheduled Commencement Date for a good period equal to the total of the duration of each such delay. In the event any delay of the Scheduled Commencement Date is caused by factors other than force majeure, Tenant shall be entitled to one (1) day of free rent for each period of three (3) days the Scheduled Commencement Date is delayed beyond June 1, 1999.. If the Leased Premises is not Substantially Completed within three (3) months following the Scheduled Commencement Date, as the same may be extended in accordance herewith, Tenant, as Tenant's sole right thereby arising, may terminate this Lease by written notice to Landlord given within fifteen (15) days thereafter provided that the Lease Term shall not have commenced prior to the giving of such notice to Tenant, this Lease to terminate in such case upon Landlord's receipt of such notice, whereupon Landlord shall return all Rent and workmanlike mannerother monies paid by Tenant to Landlord in advance, except as hereinafter stated, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictionsfurther obligations of the parties hereunder shall end. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges It is understood that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendumevent of such termination by Tenant, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, Landlord shall have no responsibility to reimburse Tenant for any cost or acts of public officials, expenses as Tenant may have directly or by any other cause beyond Seller’s control. Should any delay occur as indirectly incurred toward this leasing or the result occupancy of the foregoingLeased Premises, at the option whether with respect to arranging for or termination of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delayarrangements for other space.

Completion of Improvements. The Premises Landlord will permit Tenant to prepare the ---------------------------- Leased Space for occupancy by Tenant. Tenant shall be constructed in accordance responsible for the cost and procurement of all required approvals and permits from all governing Local, State, and/or Federal agencies necessary to proceed with the Base Plan Specifications and Option Addendum as approved by the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoing, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same improvements in or outside of this Contract is strictly prohibitedthe Leased Space. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendum. The Premises Tenant shall be deemed complete and ready to close upon the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver provide Landlord with a copy of same all plans for Landlord's approval prior to Buyer at closingsubmitting plans for the above stated approvals and permits, provided that Landlord's approval will not be unreasonably withheld. The improvements Landlord shall also receive copies of all final and approved plans, approvals, and permits from Tenant. Tenant shall be completed responsible for obtaining insurance certificates from all contractors and/or subcontractors prior to commencement of work in a good and workmanlike manneror ----- outside of the Leased Space, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications amounts and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by with insurance companies which meet Landlord's approval. Tenant shall indemnify and hold Landlord harmless for any other cause beyond Seller’s control. Should any delay occur mechanic's liens as the a result of the foregoingimprovements constructed in or outside of the Leased Space, and Tenant shall be responsible for any damages within Safeguard Corporate Campus which are caused by contractors and/or subcontractors doing work for Tenant. Tenant shall indemnify and hold Landlord harmless from and against any losses, costs, damages of claims or whatever nature which may arise out of or in connection with the compliance requirements set forth in the Americans with Disabilities Act of 1990, as amended, relating to the design, renovation, alteration and/or construction in or about the Leased Space, performed or conducted by Tenant and/or at the option request or direction of Tenant. This paragraph shall apply to Tenant's Improvements, if any, as set forth in Exhibit "B" hereto, and to any subsequent modification or alteration of the SellerLeased Space pursuant to subparagraph 9(c) of this Lease. This indemnification and hold harmless shall not apply to losses, costs, damages or claims arising from the estimated time condition of the Leased Space as the same existed prior to complete shall be automatically extended by the number date of days resulting from such delaythis Lease.

Completion of Improvements. The Premises If for any reason or under any contingency (i) Borrower shall be constructed in accordance with the Base Plan Specifications and Option Addendum as approved by the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoing, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance abandon construction of the Premises are similar Improvements (as defined in the Loan Agreement), (ii) Borrower shall fail to that shown on complete the Base Plan Specifications Improvements within the maximum construction time and Option Addendum. The Premises shall be deemed complete and ready to close upon in the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike mannermanner provided in, and in accordance with all applicable governmental regulationsthe terms of, ordinances, codes and applicable restrictions, covenantsthe Loan Agreement, and conditionspay all costs thereof, including without limitation(iii) Lender takes possession of the encumbered property prior to the completion of the Improvements by reason of any default of Borrower under any Loan Document, or, (iv) the right of Borrower to receive any public other or private architectural controls and restrictions. Reasonable efforts further disbursements or advances under any Loan Document shall be terminated in accordance with the terms thereof, then, in any such event, Guarantor shall assume all responsibility for the completion of the Improvements in accordance with the provisions of the Loan Documents and, at Guarantor's own cost and expense (except that Guarantor shall have the right to receive the undisbursed portion of the Loan in order to assist Guarantor in performing Guarantor's obligations hereunder, provided that such funds shall be disbursed by Lender to Guarantor in accordance with the provisions of the Loan Agreement), shall cause the Improvements to be fully completed in accordance with the provisions of the Loan Agreement and within the maximum construction time specified in the Loan Agreement, shall pay all costs and expenses in connection with the construction of the Improvements, and shall indemnify and hold Lender harmless from and against any and all loss, cost, liability or expense which Lender may suffer by reason of such event. Notwithstanding the above, Lender, at Lender's sole option, shall have the right to complete the Improvements with such changes or modifications in the plans and specifications therefor which Lender reasonably deems necessary for the completion of the Improvements, and expend such sums as Lender deems proper in order so to complete the Improvements. The amount of any and all expenditures made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete Lender shall be automatically extended immediately due and payable by the number of days resulting from such delayGuarantor to Lender.

Completion of Improvements. The Premises Once commenced, Borrower shall be constructed diligently and continuously endeavor to complete each Subphase of the Renovation Work in accordance with the Base Plan applicable Project Schedules, if any, and shall construct, equip and complete each Subphase of the Renovation Work in accordance with the applicable Plans and Specifications and Option Addendum as approved by the Buyer and Sellerprovisions of this Agreement, attached hereto as Exhibits A & B. Notwithstanding all in accordance with the foregoingtimetable contained in the applicable Project Schedule. For purposes of this Agreement, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendum. The Premises Renovation Work shall be deemed complete to have been completed when (i) the Renovation Work (and ready to close upon all Subphases thereof), in the opinion of the Construction Consultant, has been substantially completed (exclusive of punch list items not in excess of $500,000 in the aggregate for all such Renovation Work) in accordance with the applicable Plans and Specifications, (ii) all Renovation Work (and all Subphases thereof) shall contain all furniture, fixtures and equipment specified in the applicable Plans and Specifications, (iii) all permanent certificates of occupancy (or temporary certificates of occupancy with no material conditions preventing the issuance of a Certificate permanent certificates of Occupancy occupancy other than the passage of time) and all other certificates, licenses, consents and approvals required for the use and operation of the Improvements, following the Renovation Work (and all Subphases thereof), as applicable, shall have been issued by or obtained from the municipality appropriate Governmental Authorities, (iv) all Direct Construction Costs, Other Project Costs, and other costs and expenses incurred in which connection with the Premises lies construction and Seller equipping of the Renovation Work (and all Subphases thereof) (other than for punch list items not in excess of $500,000 in the aggregate for all Renovation Work) shall deliver a copy of same have been paid in full (or are to Buyer at closingbe paid from the Final Renovation Advance). The improvements Borrower shall be completed deemed to have satisfied the requirements of clause (iv) of the preceding paragraph of this Section notwithstanding the fact that the Borrower shall be withholding payment with respect to work or materials supplied in a good connection with the construction of the Renovation Work (or any Subphase thereof), which in the reasonable opinion of the Borrower, Architect, if any, Lender and workmanlike mannerthe Construction Consultant, and were not performed or supplied in accordance with the standards specified in the contracts under which performed or supplied, or that there are unpaid claims for additional payments with respect to work or materials supplied in connection with the construction of the Renovation Work (or any Subphase thereof), which in the reasonable opinion of the Borrower, Architect, if any, Lender and the Construction Consultant, are excessive, unsubstantiated or invalid, provided that (i) such withheld payments and claims shall not exceed in the aggregate $100,000 for all applicable governmental regulationsof the Renovation Work, ordinances(ii) the Borrower shall, codes if requested to do so by Lender, have bonded or provided other security for such withheld payments and applicable restrictions, covenantssuch unpaid claims in a manner reasonably satisfactory to Lender or shall have set aside in a manner reasonably satisfactory to Lender reserves which in the opinion of the Lender and the Construction Consultant will be sufficient to cover the payment of such withheld payments and such unpaid claims, and conditions(iii) the Borrower shall have paid all other Direct Construction Costs and Other Project Costs incurred in connection with the construction, including without limitation, any public or private architectural controls equipping and restrictions. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number completion of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result each Subphase of the foregoingRenovation Work, at in accordance with the option provisions of this Agreement and shall have delivered evidence reasonably satisfactory to the Seller, the estimated time to complete shall be automatically extended by the number Lender of days resulting from such delaypayment.

Completion of Improvements. The 4.1 Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord shall complete the floor(s) on which the Demised Premises are located and reasonable means of ingress and egress to Demised Premises, and shall construct or install in the Demises Premises the improvements to be constructed in accordance with the Base Plan Specifications and Option Addendum as approved or installed by the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoing, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes Landlord pursuant to the Base Plan Specifications provisions of Exhibit ?B? hereto and Option Addendum as may such letter agreement, of even date herewith, if any, provided that Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. Tenant shall construct or install in the Demised Premises all improvements and work required and not to be performed by governmental authority or Landlord pursuant to Exhibit "B" hereto and such letter agreement, if any, all as may be required by the on-site Premises conditions so long as the sizemore particularly set forth on Exhibit ?B? hereto and such letter agreement., overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendumif any. The Demised Premises shall be deemed complete completed and ready possession delivered to close upon the issuance of Tenant when Landlord has been issued a temporary Certificate of Occupancy which shall allow Tenant to take possession of the Demised Premises and operate its business therein substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed and Tenant shall commence Tenant's work upon, and not before, the receipt of such notice. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying improvements, a certificate furnished by Landlord's architect certifying the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. In the performance of Tenant's work, Tenant shall engage the services of such licensed contractor(s) who will work in harmony with Landlord's contractors and the contractors employed by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements other Tenants so that there shall be completed in a good no labor disputes which would interfere with the operation, construction and workmanlike manner, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result completion of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delayBuilding.

Completion of Improvements. The a. Upon the Executive Director’s approval of the Rail Company’s Plans and Specifications and when authorized to occupy the Premises shall be constructed and proceed with construction of Improvements in accordance with the Base Plan Specifications provisions of this Article 6, and Option Addendum as approved by the Buyer and Seller, attached hereto as Exhibits A & B. Notwithstanding the foregoingapplicable law, the Base Plan Specifications Rail Company, as applicable, shall promptly begin construction and Option Addenduminstallation of the approved Improvements, furnishings, fixtures, signage and all diagrams, schematics, and renderings of same remain trade fixtures at the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance portion of the Premises are similar approved and prosecute the same diligently to that shown completion, subject to Force Majeure Events. The Rail Company’s designer of record and the Rail Company’s mechanical, electrical and plumbing contractors or subcontractors: shall (a) provide construction administration and observation services throughout construction on the Base Plan Specifications Premises, one (1) inspection bi-monthly at a minimum, and Option Addendum(b) shall attend bi-monthly construction meetings with the Rail Company’s and the Authority’s representatives. The Rail Company agrees (i) that its Improvements, fixtures, furnishings, trade fixtures and equipment to be constructed or installed in each portion of the Premises shall be deemed complete and ready to close upon completed after the issuance of a Certificate of Occupancy by Authority notifies the municipality in which Rail Company that the Premises lies and Seller shall deliver a copy are ready for the Rail Company to begin build out of same to Buyer at closing. The improvements shall be completed Improvements in a good and workmanlike manner, and the applicable portion of the Premises in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenantsthe timeline/schedule attached as an exhibit to the Rail Line Easement Agreement, and conditions(ii) that a delay in completion of any Improvements beyond such date will not postpone the Rail Company’s obligation to open for business, including without limitation, any public or private architectural controls unless the Rail Company has failed to complete construction of its Improvements to the Premises because it has not been afforded sufficient access by the Authority to the Premises for purposes of such construction (in which event the Rail Company’s obligation to open for business and restrictions. Reasonable efforts commence paying with respect to the Premises shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such effortsdelayed by, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable foras applicable, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from that the causes described in such delayproviso delayed the Rail Company’s construction of its Improvements to the Premises or the number of days necessary to afford the Rail Company sufficient time to complete construction of its Improvements to the Premises as contemplated in such timeline/schedule).

Completion of Improvements. Landlord and Tenant agree that Landlord will construct the Building to be comprised of approximately 50,400 rentable square feet and twenty one (21) parking spaces in the underground parking level of the Building and shall also construct an additional one hundred forty nine (149) parking spaces in an additional level to be added to the Buildings 1 and 2 Parking Deck. The Premises exact rentable square feet to the Building shall be constructed determined in accordance with the Base Plan Specifications criteria of Paragraph 1 of the Lease. Landlord shall construct the Building in accordance with the manuals and Option Addendum drawings entitled Mount Vernon Place Building in and more particularly described in Exhibit "X" xx this Amendment and made a part hereof by this reference. Any modifications by Landlord to the construction of the Building as approved determined by Landlord shall remain substantially in accordance with such plans and specifications, provided that Landlord shall notify Tenant when any such modifications are made by Landlord to such plans and specifications. Landlord's construction of the Buyer Building shall be comparable in quality to the Mount Vernon Buildings I and SellerII. Landlord agrees to commence on ox xxxxre June 25, attached hereto as Exhibits A & B. Notwithstanding the foregoing2001, the Base Plan Specifications construction of the additional parking level to the Buildings 1 and Option Addendum2 Parking Deck. In the event the Landlord has not done so on or before November 1, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves 2001 then Tenant shall have the right to make changes terminate the Lease by notice to Landlord on or before November 15, 2001, whereupon this Lease shall terminate and no party shall have any rights, liabilities or obligations with respect to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by Building. Landlord agrees to proceed with due diligence to construct the on-site Premises conditions so long as the size, overall quality, and appearance of the Premises are similar to that shown on the Base Plan Specifications and Option Addendum. The Premises shall be deemed complete and ready to close upon the issuance of a Certificate of Occupancy by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike manner, and Building in accordance with all applicable governmental regulationsthe Work Letter attached as Exhibit "D" to this Lease. Landlord shall deliver the initial floor of the Building to Tenant on or before June 1, ordinances2003, codes subject to Force Majeure (as defined in Section 45 of the Lease) and applicable restrictionsthe Tenant Delay (as defined in the Work Letter), covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts which shall be made the Commencement Date for the Building. The targeted Commencement Dates for completion of the Building shall be as set forth in Special Stipulation 2(b), but in the event of Tenant Delay as defined in Section 6 of the Work Letter, the Commencement Dates for the Building shall be the date construction of the Tenant Improvements would have been completed pursuant to the Work Letter and a certificate of occupancy would have been issued by Seller to complete all work on the Premises in a timely mannerFulton County had not such Tenant Delay occurred. See Special Stipulaxxxx 0(b). Notwithstanding such effortsanything to the contrary contained herein, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts event the Landlord does not comply with the targeted Commencement Dates for the completion of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result various portions of the foregoing, at the option Building as specified in Special Stipulation 2(b) for reasons other than either or both of Tenant Delay (as defined below) or Force Majeure (as defined below) then for such portion of the SellerBuilding as is not so completed, then Tenant shall receive two (2) days of abated Base Rental for such portion of the estimated time Building for each day by which such portion of the Building is completed after such targeted Commencement Date, unless due to complete shall be automatically extended by the number of days resulting from such delayTenant Delay or Force Majeure.

Completion of Improvements. The Premises Landlord’s Construction Work shall be constructed deemed “Complete” at such time as (a) Substantial Completion has occurred, (b) Landlord shall have provided Tenant with evidence that (i) the Landlord’s Construction Work has been completed and paid for in accordance full (which shall be evidenced by the Architect’s certificate of completion), other than as provided in clause (ii), below, and (ii) the Punchlist Items (including any deficiencies noted in a third-party commissioning report for the Landlord’s Construction Work, to the extent the same is included within the scope of the GMP Contract) have been completed and paid for in full, other than seasonal work such as landscaping. Following Completion, Landlord shall provide Tenant with electronic CADD files of the Landlord’s Construction Work. Notwithstanding anything to the contrary in this Work Letter or the Lease, neither the LCW by Tenant nor the TI by Landlord is included for purposes of the determination of when the Landlord’s Construction Work is Complete. Following the completion of the Landlord’s Construction Work required for the Delivery Date to occur, Landlord shall continue to diligently prosecute the TI by Landlord in coordination with the Base Plan Specifications and Option Addendum as approved completion of the Tenant Improvements by Tenant. If Landlord fails to substantially complete the TI by Landlord by the Buyer date (the “TI Completion Date”) that Tenant substantially completes all of its Tenant Improvements and Selleroccupies the Premises for the conduct of its business, attached hereto as Exhibits A & B. Notwithstanding subject to extension for Tenant Delay and Force Majeure, then Tenant shall be entitled to a day-for-day abatement of Base Rent in the foregoing, the Base Plan Specifications and Option Addendum, and all diagrams, schematics, and renderings of same remain the property of Seller and any distribution of same outside of this Contract is strictly prohibited. Seller expressly reserves the right to make changes to the Base Plan Specifications and Option Addendum as may be required by governmental authority or as may be required by the on-site Premises conditions so long as the size, overall quality, and appearance affected areas of the Premises are similar to from and after the TI Completion Date until the date that shown on the Base Plan Specifications and Option Addendum. The Premises shall be deemed complete and ready to close upon the issuance of a Certificate of Occupancy TI by the municipality in which the Premises lies and Seller shall deliver a copy of same to Buyer at closing. The improvements shall be completed in a good and workmanlike manner, and in accordance with all applicable governmental regulations, ordinances, codes and applicable restrictions, covenants, and conditions, including without limitation, any public or private architectural controls and restrictions. Reasonable efforts shall be made by Seller to complete all work on the Premises in a timely manner. Notwithstanding such efforts, Buyer acknowledges that construction delays can occur for a number of reasons. Seller shall not be liable for, and Buyer hereby waives any right to, damages caused by delays resulting from any act or omission of Buyer, Buyer’s inspector, or any other third party acting by and on behalf of Buyer, changes or alterations in the Base Plan Specifications and Option Addendum, strikes, lockouts, fire, embargoes, windstorm, flood, earthquake, acts of war, public laws, regulation, or acts of public officials, or by any other cause beyond Seller’s control. Should any delay occur as the result of the foregoing, at the option of the Seller, the estimated time to complete shall be automatically extended by the number of days resulting from such delayLandlord is substantially complete.