Common use of Construction Contract Clause in Contracts

Construction Contract. To the extent applicable, a general construction contract (the "Construction Contract"), in form and content acceptable to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall require.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed ImprovementsTenant Work, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Suite 120 Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Work, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Work, difference between the amount of the Final Costs and the amount of the Suite 120 Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Work), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Suite 120 Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Suite 120 Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements Tenant Work), and Tenant shall be solely responsible for any Over- Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Work shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Work shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Work.

Construction Contract. To The contract to be executed by and between Borrower and the extent applicable, a general construction contract Contractor for Phase 2 (the "Construction Contract"), shall be in a form and content acceptable reasonably satisfactory to Borrower and Lender, has been executed by and between in its sole discretion. Without limiting the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (foregoing, such Construction Contract shall require the "General Contractor"), Contractor to construct the Financed Improvements Work in accordance with the Plans therefor Specifications. Subsequent to the Closing Date, Borrower shall not permit any default under the terms of the Construction Contract; waive any of Contractor's obligations thereunder; do any act which would relieve Contractor from its obligations to construct the Work according to the Specifications; or make any amendment, other than change orders as may be permitted hereunder without Lender's prior written consent. Borrower shall furnish Lender with a written agreement from the Contractor consenting to the assignment of the Construction Contract to Lender and all Applicable Lawscovering such other matters as Lender may reasonably require. The Contractor shall be duly licensed to act as a contractor in the State and has in force liability insurance in amounts reasonably acceptable to Lender and workers' compensation in amounts required by applicable law. The Construction Contract shall contain, in addition to any among other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably requirethings, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iva) A provision that prior to final payment under to the Construction ContractContractor, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, Borrower and Lender (Ai) a final and complete release of Liens liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; Subcontractors, and (Bii) a certificate Certificate of substantial completion Occupancy issued by St. Johns County, Florida for the applicable Work. (x) A provision that (i) no change order involving an increase or its legal equivalent decrease in the cost of the Work of more than $50,000 for any one change order or $250,000 in the aggregate with a punch list executed by all other change orders (except as approved prior to the Applicable Underlying Borrower, the General ContractorClosing Date), and (ii) no change order subsequent to the Architect;Closing Date which involves any material change in the architectural, mechanical or structural design of any portion of the Work or any material change in the quality of workmanship or materials or any delay in completion of the Work beyond the Phase 2 Completion Date, shall be effective without the prior written consent of Lender. Any cost saving in a line item of the Phase 2 Cost Certificate may not be automatically applied to any line item which is in excess of the budgeted amount for that line item. (vc) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default and opportunity to Borrower and cure to Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower;. (vid) A provision thatfor retainage equal to 10% holdback from each Construction Advance as set forth in the Phase 2 Cost Certificate, upon which retainage shall be released in the occurrence manner set forth in Section 8.5 of a default or an event of default under this Agreement. (e) Notwithstanding the foregoing, Lender has reviewed the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireContract and acknowledges it is in compliance with this Section 11.3.

Construction Contract. To the extent applicable, a general construction contract (the "Construction Contract")Brookdale agrees that, in form addition to the cash --------------------- consideration being paid to NDEA under this Agreement, and content acceptable as additional consideration for NDEA agreeing to Borrower assign the XxXxxxx Agreement to Brookdale, Brookdale hereby grants to NDEA and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender its affiliated construction company (the "General Contractor"), ) the first opportunity to construct serve as the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete General Contractor for the construction of the Financed ImprovementsProject provided that said General Contractor is able to satisfactorily bond its obligations under the construction contract and is acceptable to Brookdale's construction lender. This exclusive right of first opportunity shall be implemented as follows: (A) Based upon the construction records and data from the Detroit, on or before Michigan-area, Raleigh, North Carolina-area and Austin, Texas-area projects currently underway by Brookdale, which are similar in design to the date which is eighteen proposed Project, Brookdale shall, within forty-five (1845) months days following the date expiration of the Initial Underlying Loan Advance Feasibility Period provide to General Contractor a reasonable estimate of the total building construction cost for the Project, inclusive of all contractor general conditions and fees (the "Completion DateTarget Cost"). Brookdale shall take into account in making such determination, for not more than a guaranteed maximum fixed price acceptable differing site conditions at the Real Estate and construction cost adjustment factors applicable in the Pittsburgh market as compared to Borrower Detroit, Raleigh and Lender;Austin, as necessary. (iiB) A provision Brookdale shall authorize the completion of construction documents, plans and specifications for the Project by its architect when Brookdale reasonably believes that all permits and approvals from the Town of XxXxxxxxxx for the start of construction of the project are likely to issue in due course. (C) Upon completion of the construction documents, plans and specifications by Brookdale's architect, or at such other time as sufficient information is available, in the General Contractor and each subcontractor and materialman shall, as a precondition Contractor's reasonable judgement to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision allow for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, bidding the General Contractor shall deliver have the exclusive right to price the Project; put the Project out to bid to the Applicable Underlying Borrower, Borrower, subcontractor market; and Lender (A) a final and complete release of Liens signed by represent to the subcontractor market that the Project has been awarded to the General Contractor subject to the Target Price being met. (D) If the General Contractor agrees to commit to constructing the Project for a Guaranteed Maximum Price which is equal to or less than the Target Price, Brookdale and all subcontractors General Contractor shall enter into a construction contract (on AIA form A111 with such revisions as are mutually acceptable to Brookdale and materialmen performing work or supplying materials; General Contractor) which shall provide for said Guaranteed Maximum Price and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrowersavings split as follows: 75% to Brookdale, 25% to the General Contractor, and the Architect;. (vE) A provision that the Construction Contract may not be terminated by If the General Contractor until thirty (30) days after delivery of can not agree to a written notice of Guaranteed Maximum Price which is equal to or less than the Applicable Underlying Borrower's default Target Price, Brookdale shall have the right thereafter to Borrower and Lender (deal with any other general contractor or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by otherwise pursue the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireProject in any manner that Brookdale deems appropriate.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract, segregated and allocated, as applicable, for each of the Phase I Premises and the Phase II Premises (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount for each of the Phase I Premises and the Phase II Premises (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Improvements), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Xxxxxxxx’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable but subject to Borrower and LenderSection 2 of this Workletter Agreement, has been executed by and between Tenant shall submit the Applicable Underlying Borrower and a general contractor acceptable Contract to Borrower and Lender (Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed ImprovementsTenant Work, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Work Allowance Items in connection with the design and construction of the Tenant Work, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Work, Landlord and Tenant shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Work Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Work), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Workletter Agreement, which percentage shall be equal to the filing Tenant Work Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Work Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements Tenant Work), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Work shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Work shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Work.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a B-1-5 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract, segregated and allocated, as applicable, for each of the Phase I Premises and the Phase II Premises (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount for each of the Phase I Premises and the Phase II Premises (the "Over- Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Improvements), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Xxxxxxxx’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Xxxxxx has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements.

Construction Contract. To the extent applicable, (a) Landlord shall enter into a general design/build "guaranteed maximum amount" construction contract (the "Construction Contract"), in form ) with the Contractor on a basis consistent with the requirements of this Work Letter (and content acceptable to Borrower otherwise containing commercially reasonable provisions) for the construction and Lender, has been executed by and between installation of the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor Approved Construction Documents and all Applicable Laws. The Requirements. (b) Landlord shall use commercially reasonable efforts to include in the Construction Contract shall contain, in addition to any other commercially reasonable provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: which (i) An agreement provide commercially reasonable incentives for the Contractor to supply and/or furnish Substantially Complete all laborImprovements in accordance with the requirements of this Work Letter on or before March 20, supervision2003 (with the period of time following commencement of construction within which the Contractor shall agree to so achieve Substantial Completion being referred to herein as the "Contract Time"); and (ii) provide commercially reasonable financial penalties (which, materialsto the extent received by Landlord, suppliesshall reduce Improvements Costs) in the event the Improvements are not Substantially Complete within the Contract Time (and such failure is a breach of the Contractor's Contract Time obligations under the Construction Contract). Notwithstanding anything to the contrary contained herein, and equipment necessary Tenant recognizes that following the acquisition of the Land by Landlord, Tenant's sole remedy with respect to Landlord's failure to complete the construction of the Financed Improvements, Improvements on or before the date Outside Termination Date (defined in Section 6.3.2 below) shall be to terminate the Lease pursuant to Section 6.3.2 hereof. (c) During design development with respect to the Construction Drawings, Landlord shall cause the Contractor to competitively bid each major trade or component and to otherwise reasonably assist Tenant to "value engineer" the Construction Drawings (and the Improvements themselves). Tenant shall have the right to review bids obtained with respect to only those items falling within those certain trade categories that involve a cost of Fifty Thousand Dollars ($50,000.00) or more (each, a "Tenant Bid Item"). Landlord shall cause Contractor to obtain and deliver to Landlord and Tenant for their review at least two (three, in the case of Tenant Bid Items in excess of $50,000) final competitive bids (each a "Bid") from qualified subcontractors in connection with each Tenant Bid Item. Landlord shall select the lowest competitive bid in each case, except where it has a commercially reasonable purpose in selecting a higher bid which is eighteen (18) months following commercially reasonable purpose may include the date quality and availability of materials, the reputation of the Initial Underlying Loan Advance (party submitting the "Completion Date")bid, and whether or not the bid meets the applicable construction schedule and timing for not more than a guaranteed maximum fixed price acceptable to Borrower the construction and Lender;completion. (iid) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment The "Improvements Guaranteed Maximum Amount" under the Construction Contract, the General Contractor Contract shall deliver be subject to the Applicable Underlying Borrowerprior written approval of Tenant, Borrowerwhich approval shall not be unreasonably withheld, and Lender (A) a final and complete release of Liens signed by conditioned or delayed. In the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by event Tenant shall not so approve the Applicable Underlying Borrower, the General ContractorImprovements Guaranteed Maximum Amount, and the Architect; (v) A provision that Parties shall not otherwise agree, the "Improvements Guaranteed Maximum Amount" shall mean with respect to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery sum of a written notice each of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall require.following:

Construction Contract. To the extent applicable, a general Tenant’s construction contract and general conditions with Contractor (the "Construction “Contract"), in form and content acceptable ”) shall comply with all relevant provisions of this Work Agreement. Prior to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance Tenant Improvements). In the event that the Final Costs are greater than the Allowance (such excess, the "Completion Date"“Over-Allowance Amount”), for not more than then Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have three (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction 3) business days upon receipt of the Financed Improvements that Borrower Contract to either grant or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, suppliesdeny its approval, and equipment necessary Landlord’s failure to complete respond within such three (3) business day period shall be deemed approval by Landlord. Prior to the commencement of the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (Tenant Improvements), the "Completion DateOver-Allowance Amount"), and Landlord will reimburse Tenant on a monthly basis, as described in Section 1.2(b)(ii) above, for not more than a guaranteed maximum fixed price acceptable percentage of each amount requested by the Contractor or otherwise to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallbe disbursed under this Workletter, as a precondition which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all permits necessary for commencement of construction of the Tenant Improvements.

Construction Contract. To (a) After completion of the extent applicableDesign Documents, and otherwise at a general time consistent with the requirements of the applicable sections of the Preliminary Development Schedule, but in all events prior to the Vertical Target Date, MRP (either directly and/or through Development Manager) shall use good faith and commercially reasonable efforts to procure a guaranteed maximum price construction contract (for construction of the "Construction Contract"), in form and content acceptable to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor Design Documents (as awarded, and all Applicable Laws. as finally negotiated between the parties thereto, the "Construction Contract," whether one or more). (b) The contractor(s), the process for selection of the contractor(s), and the terms of the Construction Contract shall containbe subject to the prior written approval of Investor, in addition to any other provisions relating to construction which approval shall not be unreasonably withheld, conditioned or delayed. In general, such process may include the pre-selection of a mutually approved general contractor, with a requirement that competitive bidding take place at the subcontractor level, or the selection of a mutually approved general contractor based on competitive bidding that takes place at the prime contractor level, as mutually approved by MRP and Investor. (c) The parties acknowledge that Development Manager is responsible for managing the procurement process for the selection of the Financed Improvements contractor, and the preparation and negotiation of the Construction Contract with such contractor (with the assistance of the Company's legal counsel), provided such selection and negotiation shall in all events be subject to the mutual approval of MRP and Investor (which approval will not be unreasonably withheld, conditioned or d elayed). As more fully provided for in the Development Agreement, Development Manager shall ensure that Borrower the Construction Contract is consistent with the Final Development Budget and Final Development Schedule, unless otherwise expressly approved by MRP and Investor (which approval may encompass the Company's agreement in the Construction Contract to the inclusion of material allowance items as to which the Company knowingly accepts a risk of price fluctuation for particular materials or Lender may reasonably require, the following provisions:items which are subject to such allowance). (id) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction In connection with seeking Investor approval of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver selection of the general contractor, and/or the pricing, schedule and other financial and legal terms applicable thereto, MRP agrees to the Applicable Underlying Borrowerprovide Investor with a formal written request for approval, Borroweraccompanied by a true, and Lender (A) a final correct and complete release copy of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not or other item as to which Investor's approval is being sought. If Investor wishes to disapprove of, or to express objections to, the contractor which MRP is recommending be terminated by selected, or to the General Contractor until thirty (30) days after delivery pricing or other terms of any Construction Contract or other related document, or to any other aspect thereof, Investor shall provide a written notice to MRP stating such disapproval within seven (7) Business Days after its receipt of the Applicable Underlying BorrowerMRP's default request for approval. Failure of Investor to Borrower and Lender deliver a written disapproval within such seven (or 7) Business Days after its receipt thereof shall be deemed to constitute Investor's approval of such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated written request for approval by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision thatMRP, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requirein its entirety.

Construction Contract. To (a) After completion of the extent applicableDesign Documents, and otherwise at a general time consistent with the requirements of the applicable sections of the Preliminary Development Schedule, but in all events prior to the Vertical Target Date, MRP (either directly and/or through Development Manager) shall use good faith and commercially reasonable efforts to procure a guaranteed maximum price construction contract (for construction of the "Construction Contract"), in form and content acceptable to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor Design Documents (as awarded, and all Applicable Laws. as finally negotiated between the parties thereto, the "Construction Contract," whether one or more). (b) The contractor(s), the process for selection of the contractor(s), and the terms of the Construction Contract shall containbe subject to the prior written approval of Investor, in addition to any other provisions relating to construction which approval shall not be unreasonably withheld, conditioned or delayed. In general, such process may include the pre-selection of a mutually approved general contractor, with a requirement that competitive bidding take place at the subcontractor level, or the selection of a mutually approved general contractor based on competitive bidding that takes place at the prime contractor level, as mutually approved by MRP and Investor. (c) The parties acknowledge that Development Manager is responsible for managing the procurement process for the selection of the Financed Improvements contractor, and the preparation and negotiation of the Construction Contract with such contractor (with the assistance of the Company's legal counsel), provided such selection and negotiation shall in all events be subject to the mutual approval of MRP and Investor (which approval will not be unreasonably withheld, conditioned or delayed). As more fully provided for in the Development Agreement, Development Manager shall ensure that Borrower the Construction Contract is consistent with the Final Development Budget and Final Development Schedule, unless otherwise expressly approved by MRP and Investor (which approval may encompass the Company's agreement in the Construction Contract to the inclusion of material allowance items as to which the Company knowingly accepts a risk of price fluctuation for particular materials or Lender may reasonably require, the following provisions:items which are subject to such allowance). (id) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction In connection with seeking Investor approval of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver selection of the general contractor, and/or the pricing, schedule and other financial and legal terms applicable thereto, MRP agrees to the Applicable Underlying Borrowerprovide Investor with a formal written request for approval, Borroweraccompanied by a true, and Lender (A) a final correct and complete release copy of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not or other item as to which Investor's approval is being sought. If Investor wishes to disapprove of, or to express objections to, the contractor which MRP is recommending be terminated by selected, or to the General Contractor until thirty (30) days after delivery pricing or other terms of any Construction Contract or other related document, or to any other aspect thereof, Investor shall provide a written notice to MRP stating such disapproval within seven (7) Business Days after its receipt of the Applicable Underlying BorrowerMRP's default request for approval. Failure of Investor to Borrower and Lender deliver a written disapproval within such seven (or 7) Business Days after its receipt thereof shall be deemed to constitute Investor's approval of such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated written request for approval by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision thatMRP, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requirein its entirety.

Construction Contract. To Prior to Lessee’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), Lessee shall submit the Contract to Lessor for its approval, which approval shall not be unreasonably withheld or delayed. Such contract shall be for a guaranteed maximum cost not to exceed the costs shown in form the budget attached hereto as Schedule II and content acceptable to Borrower and Lender, has been executed incorporated herein by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender this reference (the "General Contractor"“Construction Budget”), . Prior to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to commencement of construction of the Financed Improvements that Borrower or Lender may reasonably requireTenant Improvements, Lessee shall supply Lessor with cash in an amount (the following provisions: (i“Over Allowance Amount”) An agreement equal to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction difference between the amount of the Financed ImprovementsConstruction Budget and the amount of the Tenant Improvement Allowance (less any portion thereof disbursed by Lessor, or in the process of being disbursed by Lessor, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Improvements), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback . The Over Allowance Amount shall be released in disbursed by Lessor prior to the manner set forth in disbursement of any of the Applicable Underlying Loan Documentsthen remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the Construction Budget has been delivered by Lessor to Lessee, the form costs relating to the design and content construction of which are approved by Lender the Tenant Improvements shall change, any additional costs necessary to such design and construction in writing; (iv) A provision that prior to final payment under excess of the Construction ContractBudget, the General Contractor shall deliver be paid by Lessee to Lessor immediately as an addition to the Applicable Underlying BorrowerOver Allowance Amount, Borroweror at Lessor’s option, and Lender Lessee shall make payments for such additional costs out of its own funds, but Lessee shall continue to provide Lessor with the documents described in clauses (A) a final and complete release (D) of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (BSection 2(b)(ii)( 1) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrowerabove, the General Contractorfor Lessor’s approval, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default prior to Borrower and Lender (or Lessee paying such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requirecosts.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (Tenant Improvements), the "Completion DateOver-Allowance Amount"), and Landlord will reimburse Tenant on a monthly basis, as described in Section 1.2(b)(ii) above, for not more than a guaranteed maximum fixed price acceptable percentage of each amount requested by the Contractor or otherwise to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallbe disbursed under this Work Agreement, as a precondition which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements.

Construction Contract. To Construction of the extent applicable, Tenant Improvements shall be accomplished by Landlord in accordance with the approved Bid Documents under the terms of a general single construction contract (the "Construction Contract"). The Construction Contract shall: (a) Provide for a lump-sum price or a price equal to the cost of the work plus a fee in either case not to exceed a guaranteed maximum price which shall be the price bid by the Tenant Contractor and all subcontractors selected by Landlord and Tenant pursuant to Paragraph 8 above. (b) Separately state and account for the costs and any associated fee for installation or construction of those improvements identified in the Lease as being (i) Tenant Improvements (which shall be paid by Tenant but subject to reimbursement through the Improvements Allowance), and (ii) Base Building Improvements (the cost of which shall be included in form Project Costs). (c) Require insurance coverage in amounts and content types mutually and reasonably acceptable to Borrower Landlord and Lender, has been executed by Tenant. (d) Provide that both Landlord and Tenant shall have the right to approve the identity of any subcontractor (except that Landlord will have the right to unilaterally choose subcontractors so long as each such subcontractor is reasonably acceptable to Tenant and Landlord pays the difference between the Applicable Underlying Borrower cost of such subcontractor and the cost of the lowest responsible bidder (previously approved by both Tenant and Landlord) otherwise complying with pre-approved bid specifications that is not disapproved by Landlord for good cause (such as change of circumstances between a general contractor prior approval and subsequent disapproval). (e) Provide for a schedule and sequence of construction activities and completion reasonably acceptable to Borrower Tenant and Lender (the "General Contractor"), to construct the Financed Improvements Landlord in accordance with the Plans therefor requirements set forth in Article V of the Lease and all Applicable Laws. The Construction Contract shall containso that the Tenant Improvements will be complete as to each Major Portion prior to the Scheduled Completion Date for such Major Portion (not taking into account extensions for Tenant Delays, in addition to any other provisions relating to Tenant Improvement Delays and Force Majeure Delays); provided that the Tenant Contractor must commence construction of the Financed Tenant Improvements that Borrower or Lender may reasonably require, on the following provisions:instruction of Landlord. (if) An agreement Provide for elevator operator costs to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved paid by Lender in writing; (iv) A provision that prior to final payment Tenant under the Construction Contract, the General Contractor shall deliver Contract to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release extent the Tenant Improvement work requires the use of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect;an elevator operator. (vg) A provision that the Construction Contract may not Otherwise be terminated by the General Contractor until thirty (30) days after delivery of in a written notice of the Applicable Underlying Borrower's default form mutually and reasonably acceptable to Borrower Landlord and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireTenant.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed and content acceptable shall be granted or denied within three (3) business days upon request. Landlord’s failure to Borrower and Lender, has been executed respond within such three (3) business day period shall be deemed approval by and between Landlord. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed ImprovementsSuites A, B and C-1 Alterations, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Suites A, B and C-1 Allowance Items in connection with the design and construction of the Suites A, B and C-1 Alterations, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Suites A, B and C-1 Alterations, Landlord and Tenant shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Suites A, B and C-1 Allowances (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Suites A, B and C-1 Alterations), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Suites A, B and C-1 Allowances divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Suites A, B and C-1 Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements Suites A, B and C-1 Alterations), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Suites A, B and C-1 Alterations shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Suites A, B and C-1 Alterations shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Suites A, B and C-1 Alterations.

Construction Contract. To Landlord and Tenant shall cooperate to cause the extent applicable, a general construction contract (the "Construction Contract"), in form and content acceptable Interior Improvements to Borrower and Lender, has been executed be constructed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements who is engaged by Landlord in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner procedures set forth in subparagraph 4D(1) hereof (1) The Interior Improvements will be constructed pursuant to a "fixed price" construction contract awarded to a general contractor selected by Landlord and approved by Tenant. Landlord has submitted to Tenant Landlord's recommendation of the Applicable Underlying Loan Documentsgeneral contractor--Hollander Smith Inc.-- which Tenant hax xxxxxxxd. Xxndlord shall submit to Tenant the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's approval, which shall be deemed given if objection is not made by Tenant within three (3) business days after receipt of such proposal from landlord. Subject to mutual agreement of Landlord and Tenant, the form general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and content HVAC, and elevator work (as well as all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements shall be engaged on a "design-build" basis where Tenant shall have the right to reasonably approve such subcontractors. Tenant and Landlord acknowledge that the total Interior Improvement Costs are likely to exceed the amount stated in Paragraph 5 of the First Addendum to Lease. Tenant shall have the right to approve the total Interior Improvement Costs. After all such costs are known, in the event that Tenant does not approve the total Interior Improvement Costs, Tenant may request that changes be made to the Final Interior Plans (subject to Landlord's approval which are approved shall not be unreasonably withheld or delayed) for the purpose of lowering the total Interior Improvement Costs. Other major subcontracts shall go through the bid process, wherein Tenant shall have the right to reasonably approve such subcontractors and to have major subcontracts rebid if Tenant does not approve the bid. Delays caused by Lender in writing;any modifications to the Final Interior Plans and rebidding or re-pricing requested by Tenant shall be deemed delays caused by Tenant for purposes of Paragraph 7 hereof. (iv2) A provision that prior Landlord and Tenant shall use their best efforts to final payment under approve the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor general contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision so that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as construction contract may be reasonably necessary executed as soon as possible. Tenant shall have no liability to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy general contractor or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default to any subcontractor under the Construction Contract, construction contract and/or any subcontractor otherwise with respect to the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireInterior Improvements.

Construction Contract. To The City shall have the extent applicableright, a general construction contract (but not the "obligation, to cure defaults under the Construction Contract and to assume Borrower’s obligations and rights under the Construction Contract"); provided that, in form such right to cure and content acceptable to Borrower and Lender, has been executed by and between assume the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall containbe subject to the rights, if any, of any Senior Lender with respect to such Construction Contract. Further, the Construction Contract shall set forth a reasonably detailed schedule for completion of each stage of construction. The City approval of the Construction Contract shall not constitute a waiver by the City of any breach or violation of this Agreement that is a result of acts that are or purport to be in addition compliance with or in furtherance of said Construction Contract. Any amendments to the Construction Contract subsequent to the closing of the City Loan not evidenced by a Change Order shall be approved in writing by the City prior to taking effect. In the event of any disapproval, the City shall, concurrently with delivery of the notice of such disapproval to Borrower, inform Borrower in writing of the reasons for disapproval. Borrower and the general contractor shall have twenty (20) Business Days from receipt of any notice from the City specifying required changes (“Construction Contract Disapproval Notice”), within which to notify the City that Borrower agrees to negotiate with the general contractor to make such changes or that Borrower objects to any other provisions relating such requested changes. If Borrower notifies the City within said twenty (20) Business Day period of its objections to construction any such requested changes, then the City and Borrower shall meet at a mutually acceptable time to discuss their differences within ten (10) Business Days after the Borrower gives such notice. Following such meeting, Borrower shall use commercially reasonable efforts to cause the general contractor to revise the Construction Contract and resubmit it for approval to the City as required by this Agreement by the later of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content calendar days after receipt of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by Disapproval Notice, or (ii) ten (10) Business Days after such meeting, unless the General Contractor until thirty nature of such changes requires a longer period of time, in which case Borrower shall resubmit said revised Construction Contract as soon as possible, and, in any case, no later than forty five (3045) calendar days after delivery of a written notice receipt of the Applicable Underlying Borrower's default Construction Contract Disapproval Notice. Any such resubmissions shall be approved or disapproved and revised within the times set forth herein with respect to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireinitial submission.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed ImprovementsTI Work, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all TI Allowance Items in connection with the design and construction of the TI Work, which costs form the basis for the amount of the Contract, segregated and allocated, as applicable, for the Premises (“Final Costs”). Prior to the commencement of construction of the TI Work, Landlord and Tenant shall identify the amount by which the Final Costs exceeds the TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance TI Work) (the "Completion Date"“Over-Allowance Amount”), for not more than and in the event there is any Over-Allowance Amount, Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing TI Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other TI Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements TI Work), and Tenant shall be solely responsible for any Over-Allowance Amount. If there is no Over-Allowance Amount, Landlord shall pay the amount requested by the Contractor or otherwise to be disbursed under this Work Agreement in accordance with Section 1.2(b)(ii) above. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the TI Work shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the TI Work shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits necessary for the applicable TI Work.

Construction Contract. To A. Subject to the extent applicableterms and conditions of this agreement, Landlord shall negotiate a general guaranteed maximum price (GMP) construction contract (with the "Construction Contract"), in form Contractor for the construction and content acceptable installation of the Building and the improvements to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements Premises in accordance with the Final Plans therefor and all Applicable LawsSpecifications and may enter into such contract upon terms and conditions acceptable to Landlord, in Landlord’s reasonable discretion, and in form and substance reasonably acceptable to Landlord (“Construction Contract”). If the Total Building Costs set forth in the Construction Contract exceed one hundred ten percent (110%) of the Total Building Costs set forth in the Estimate, the parties shall use commercially reasonable efforts to work out any disagreements concerning the discrepancy. If Landlord and Tenant cannot agree, then they shall implement the Dispute Resolution procedure set forth in Section 14.26 of the Lease with the opinion of the Architect creating a presumption as to the proper allocation of the cost. B. The Construction Contract shall containprovide that the Contractor shall warrant that the construction of the Premises shall be performed in accordance with the Final Plans and Specifications, applicable Change Orders and in addition compliance with all applicable Legal Requirements. As part of the Construction Contract, Landlord shall obtain warranties with respect to any other provisions the construction of the Building and improvements to the Premises of at least one (1) year, beginning on the date of Substantial Completion, and Landlord shall exercise commercially reasonable efforts to obtain warranties from various suppliers and subcontractors relating to components and systems incorporated into the Building and the improvements to the Premises (the length of each warranty as provided in the respective warranties, as the same may be extended under applicable law, is referred to herein as the “Warranty Period”). Landlord shall provide Tenant with information and materials reasonably requested by Tenant relating to the costs associated with development of the Building and improvements to the Premises, including, but not limited to, all bids, contracts and receipts relating to construction of the Financed Improvements Premises and the GMP contained in the Construction Contract. C. The Building and all other improvements on the Land shall be constructed in a good and workmanlike manner, of new and good quality materials, in accordance with the Final Plans and Specifications including the adherence to tolerances in dimensions in accordance with the standards for such construction, and in compliance with all applicable Legal Requirements. Except as to “Nondiscretionary Change Orders” (as defined below), Landlord shall not deviate in any material respect from the Final Plans and Specifications that Borrower would adversely impact Tenant, the Premises or Lender Total Building Costs, without the prior written approval of Tenant (which shall not be unreasonably withheld, delayed, or conditioned) unless such deviation is required by code, a governmental authority, or Landlord’s insurance carrier. If any changes to the Final Plans and Specifications required by any applicable governmental entity or insurance coverage would materially affect the Building, then Architect shall submit such changes to Landlord (and Tenant, if such change would adversely impact Tenant, the Premises or Total Building Costs) for approval, which approval shall not be unreasonably withheld, conditioned or delayed. Upon completion of the Premises, Landlord shall deliver to Tenant a set of as-built plans of the Premises, the cost of which will be included in Total Building Costs. Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant has thoroughly inspected the Premises and of Tenant’s acceptance of the Premises “as is”, and that Tenant further waives all representations and warranties on the part of Landlord, whether express or implied, including, without limitation, all warranties that the Premises are free from defects or deficiencies, whether hidden or apparent, and all warranties under applicable state law. Notwithstanding anything to the contrary contained in this Lease, upon Tenant’s taking possession of the Premises, Tenant agrees to assume responsibility and liability for the condition of the Premises to the fullest extent allowed under applicable state law. Tenant hereby acknowledges that: (i) the foregoing waivers and disclaimers have been brought to the attention of Tenant; (ii) the foregoing waivers and disclaimers have been read and are understood by Tenant; and (iii) the agreement of Tenant with and to all of the terms and conditions of these waivers and disclaimers is an integral part of this Lease, without which this Lease would not have been entered into by Landlord. D. The Total Building Costs shall be adjusted by Change Orders as follows. Any changes proposed to the Final Plans and Specifications by Tenant at any time shall require Landlord’s prior written approval and any proposed changes to the Final Plans and Specifications by Landlord shall require Tenant’s prior written approval (which shall not be unreasonably withheld, delayed or conditioned), all of such changes and approvals shall be evidenced by a written “Change Order” executed by both Landlord and Tenant. Further, after the parties approve the Final Plans and Specifications and a building permit for the Building is issued, any further changes to the Final Plans and Specifications, other than a Nondiscretionary Change Order, shall require the prior written approval of Tenant and Landlord (not to be unreasonably withheld, conditioned or delayed) which proposed changes shall be evidenced by Change Order if made after the Construction Contract has been executed. If Tenant or Landlord desires any change in the Final Plans and Specifications relating to the Building after the Construction Contract has been entered into, such changes may reasonably requireonly be requested by the delivery to the other party of a proposed written Change Order specifically setting forth the requested change. A Change Order shall not be considered authorized by Tenant unless approved in writing by Tenant’s Representative. Landlord shall have ten (10) business days from the receipt of a proposed Tenant-initiated Change Order to provide Tenant with the Architect’s and/or Contractor’s disapproval of the proposed change stating the reason(s) for such disapproval, or if the Architect and/or Contractor approves the proposed change, the following provisions: items: (iA) An agreement a summary of any increase or decrease in the cost caused by such change (the “Change Order Cost”) and (B) a statement of the number of days of any delay caused by such proposed change (the “Change Order Delay”). Tenant shall then have ten (10) business days after receipt to supply and/or furnish approve the Change Order Cost and the Change Order Delay. If Tenant approves these items, Landlord shall promptly execute the Change Order and cause the appropriate changes to the Final Plans and Specifications to be made. If Tenant fails to respond to Landlord within said ten (10) business day period, the Change Order Cost and the Change Order Delay shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order. The Change Order Cost shall include all laborcosts associated with the Change Order, supervisionincluding, materialswithout limitation, suppliesarchitectural fees, engineering fees and construction costs, as conclusively determined by the Architect and the Contractor, respectively, and equipment shall include any costs or fees charged by the Contractor under the Contract. The Change Order Delay shall include all delays caused by implementation of the Change Order, including, without limitation, all design and construction delays, as conclusively determined by the Architect and the Contractor, respectively. Except as provided below, the Change Order Cost and Change Order Delay expense, if any, shall be paid by Landlord and included, or adjusted, as applicable, as part of the Total Building Costs. For purposes of determining Base Rent below, Total Building Costs shall be increased by the aggregate amount of all Change Orders incorporated into the Premises that are approved in writing by Tenant or required by law. Notwithstanding the foregoing, in the event that Tenant requests Change Orders which exceed ten percent (10%) of the Estimate, then Landlord may reject any such Change Order unless Tenant agrees to pay the expense associated with such change as a condition to and at the time of approval by Landlord. In such event, Landlord shall escrow the change expense and apply such amount to completion of such change at the time that such change is implemented. The Final Plans and Specifications, as well as Total Building Costs, shall be subject to adjustment from time to time to reflect changed costs due to Plans and Specifications revisions, including necessary revisions to the Final Plans and Specifications approved by Landlord and Tenant, and to address unanticipated requirements, inconsistencies, errors or omissions in the design of Building or other improvements, change orders or other cost increases for completion of the Building and other improvements, in each case as approved by Landlord and Tenant in writing, such approval to not be unreasonably withheld, conditioned or delayed; except that to the extent that any such changes, deletions or additions are required in order to complete the Building or other improvements in accordance with applicable codes, laws or regulations (and are not discretionary)(each referred to as a “Nondiscretionary Change Order”), then Landlord shall provide written notice to Tenant of such change and the resulting increase in the Total Building Costs, which shall not require Tenant approval. E. On a monthly basis until the construction of the Premises is completed and the final Total Building Costs are delivered to Tenant, Landlord shall deliver to Tenant a monthly job cost report (the “Job Cost Report”) that includes all invoices for any costs (including both hard and soft costs) includible in the Total Building Costs that are received by Landlord in the prior calendar month as well as any payments that are made during that prior calendar month. In addition, Landlord shall provide (or cause to be provided) to the Tenant monthly status and other progress reports regarding the construction of the Premises in a form reasonably acceptable to the Tenant, containing at a minimum: (A) a reasonably detailed description of the status of construction progress; (B) the current approved budget, together with a comparison of the current budget to Total Building Costs actually incurred through the date of the report and a reasonably detailed explanation of all variances from the current approved budget; (C) the current Construction Schedule, together with a comparison of the Construction Schedule to work actually completed through the date of the report and a reasonably detailed explanation of all variances from the Construction Schedule; (D) the then current estimate of the costs required to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materialsPremises; and (BE) a certificate copies of substantial completion such other reports or its legal equivalent with a punch list executed by information regarding the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completedPremises that Landlord provides to its lenders on a periodic basis (the “Monthly Status Report”). F. In order to fully participate and have meaningful input in the development process and to be involved and informed during all phases of the construction of the Building and the Premises, Tenant shall have the right, at its option, to attend all Development Meetings. “Development Meetings” shall mean meetings where material decisions are being made regarding all or any portion of the Building or improvements to the Premises, which shall include, without limitation, meetings and briefings as well as teleconferences or video conferences with governmental authorities, the Architect, Contractor or any other contractors, subcontractors or consultants engaged with regard to the construction of the Building where material decisions are being made. Tenant shall also have the right, at its option to attend any scheduled progress meetings, walk throughs and any other meetings with the Architect, the Contractor and Tenant to discuss the progress of the construction of the Building (the “Reporting Meetings”). The Development Meetings and the Reporting Meetings shall collectively be referred to herein as the “Meetings”. The Landlord shall give Tenant reasonable prior notice (written or telephonic) of all Meetings. Tenant shall designate in writing the person or persons appointed by Tenant to attend the Meetings and such designated party shall be entitled to be present at and to participate in the discussions during all Meetings; and but Landlord may conduct the Meetings even if Tenant’s appointees are not present. Tenant or its agents shall have the right at any and all reasonable times to conduct inspections, tests, surveys and reports of work in progress (vii“Inspections”) Such for the purpose of reviewing whether the Premises is being constructed in accordance with the Final Plans and Specifications, as amended by any approved Change Orders or other commercially reasonable provisions as Borrower or Lender shall require.agreed upon changes. __________________________, a ______ limited liability company By: ________________________________ Name: ______________________________ Title: _______________________________ _________________________, a ________ limited liability company By: ________________________________ Name: ______________________________ Title: _______________________________ ARTICLE 1SCHEDULE 1

Construction Contract. To Prior to Landlord’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form Landlord shall submit the Contract to Tenant and content acceptable Tenant shall have the right to Borrower and Lender, has been executed by and between negotiate the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance Contract directly with the Plans therefor Contractor, including without limitation any Contractor penalties in the Contract for delays in connection with the substantial completion of Tenant’s Work; provided, however, the final form of Contract shall be subject to Landlord’s reasonable approval. The remaining terms of the Contract shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the fact that Landlord shall sign the Contract, Landlord shall only be obligated to use commercially reasonable efforts (all such efforts to be at Tenant’s sole cost and expense) to enforce the terms of the Contract when directed by Tenant and/or the Project Manager, and Landlord shall have no liability to Tenant if Contractor breaches its obligations under the Contract; provided, however, Landlord shall deliver to Tenant any and all Applicable Laws. The Construction Contract shall contain, in addition penalty amounts Landlord receives from Contractor due to any other provisions relating Contractor’s failure to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate perform its obligations under the circumstances, which Holdback Amount shall be released in Contract. Without limiting Landlord’s right to review and approve the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor Contract shall deliver contain a provision granting Landlord the absolute and unconditional right to terminate the contract at any time for any reason (or for no reason) and shall set forth the specific maximum dollar amount which Landlord shall be liable to pay to the Applicable Underlying Borrower, BorrowerContractor in order to terminate the Contract (the “Contract Release Price”), and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision shall further state that, upon payment to the occurrence Contractor of a default or an event of default the Contract Release Price, Landlord shall be unconditionally released from all further obligations and liabilities under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall require.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between which approval shall not be unreasonably withheld or delayed. Prior to the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction commencement of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract, segregated and allocated, as applicable, for each of the Phase I Premises and the Phase II Premises (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount for each of the Phase I Premises and the Phase II Premises (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Improvements), for not more than and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Agreement, which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Xxxxxxxx’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Xxxxxx has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements.

Construction Contract. To Landlord and Tenant shall cooperate to cause the extent applicable, a general construction contract (the "Construction Contract"), in form and content acceptable Interior Improvements to Borrower and Lender, has been executed be constructed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements who is engaged by Landlord in accordance with the Plans therefor procedures set forth in subparagraph 4D(1) hereof. (1) The job of constructing the Interior Improvements shall be offered for "competitive bid", on a fixed price basis, to three (3) general contractors selected by Landlord and all Applicable Lawsapproved by Tenant. The Construction Contract construction contract in form reasonably acceptable to Tenant shall containbe awarded to the bidder submitting the lowest bid for the job. Landlord shall submit to Tenant a list of general contractors acceptable to Landlord to whom the job may be bid, and Tenant shall notify Landlord within three (3) business days after receipt of such list of its objection to any proposed contractor. Tenant's failure to object within such period of time shall be deemed to be its approval of all bidders on the list so submitted by Landlord. If the lowest bid resulting from such competitive bidding process indicates that the Interior Improvement Costs will exceed $1,020,705.00 Dollars ($7.00 per gross leasable square foot of the Premises), Landlord shall promptly notify Tenant, in addition writing, to any other provisions relating that effect, and Tenant shall have the right to construction propose modifications to the Final Interior Plans within five (5) business days after Tenant's receipt of Landlord's notice, subject to Landlord's approval of such changes, for the purpose of reducing the Interior Improvement Costs. Such revision of the Financed Improvements final Interior Plans shall be completed as expeditiously as possible; provided, however, that Borrower or Lender may reasonably require, the following provisions: (i) An agreement the job shall nonetheless be awarded to supply and/or furnish all labor, supervision, materials, supplies, the low bidder whose price shall be adjusted based upon the changes requested by Tenant and equipment necessary approved by Landlord made to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower Final Interior Plans; and Lender; (ii) A provision that if Tenant should choose to exercise its right to modify the General Contractor and each subcontractor and materialman shallfinal Interior Plans for the purpose of reducing the Interior Improvement costs, as any delay resulting from the failure by Tenant to timely exercise its right to do so shall be a precondition to the filing delay caused by Tenant for purposes of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof;paragraph 7 hereof. (iii2) A provision for such Holdback Amount as Borrower Landlord and Lender consider appropriate under Tenant shall use their best efforts to approve the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor general contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, all major material suppliers and the Architect; (v) A provision form of contract for such parties so that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as construction contract may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions executed as Borrower or Lender shall requiresoon as possible.

Construction Contract. To (a) No later than the extent applicabledate set forth in the Development Schedule, a the Affordable Developer must submit to the Commission for its limited approval the proposed general construction contract for the Affordable Development Improvements. The Commission's review and approval of such construction contract will be limited exclusively to a determination whether: (1) the "Construction Contract"), guaranteed maximum construction cost set forth in form the construction contract is consistent with the approved Project Documents and content Financing Plan for the Affordable Development Improvements; (2) the construction contract is with a licensed contractor reasonably acceptable to Borrower the Commission; (3) the construction contract contains provisions consistent with Article 12 of this Agreement; and Lender(4) the construction contract for the Affordable Development Improvements requires a retention of ten percent (10%) of costs until completion of the applicable Development Improvements (except for specific Subcontractors performing early work on the Development Improvements following the Commission's prior written approval for each specific Subcontractor or line items specifically approved by the Commission in the schedule of values attached to the construction contract and consistent with Commission policy). (b) The Commission's approval of the applicable construction contract may in no way be deemed to constitute approval of, has been executed or concurrence with, any other term or condition of the construction contract, and the Affordable Developer may not rely on the Commission's approval of the construction contract as a representation regarding the enforceability or business advantage of the construction contract. Commission approval merely constitutes satisfaction of the conditions set forth in this Section. (c) Upon receipt by the Commission of the proposed construction contract for the Affordable Development Improvements, the Commission will promptly review same and between approve it within five (5) business days if it satisfies the Applicable Underlying Borrower limited criteria set forth above. If the construction contract is not approved by the Commission, the Commission must set forth in writing and notify the Affordable Developer of the Commission's reasons for withholding such approval. The Affordable Developer will thereafter submit a general contractor acceptable to Borrower and Lender revised construction contract for Commission approval, which approval may be granted or denied in five (the "General Contractor"), to construct the Financed Improvements 5) days in accordance with the Plans therefor criteria and all Applicable Lawsprocedures set forth above. The Construction Contract shall contain, in addition to any other provisions relating to construction of contract for the Financed Affordable Development Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, Affordable Developer for the General Contractor, and the Architect; (v) A provision that the Construction Contract may not Affordable Development Improvements must be terminated in a form approved by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireCommission.

Construction Contract. To Prior to Tenant’s execution of the extent applicable, a general construction contract and general conditions with Contractor (the "Construction “Contract"”), in form and content acceptable Tenant shall submit the Contract to Borrower and LenderLandlord for its approval, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have three (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction 3) business days upon receipt of the Financed Improvements that Borrower Contract to either grant or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, suppliesdeny its approval, and equipment necessary Landlord’s failure to complete respond within such three (3) business day period shall be deemed approval by Landlord. Prior to the commencement of the construction of the Financed Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Tenant Improvement Allowance Items in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract (“Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date which is eighteen (18) months following the date commencement of construction of the Initial Underlying Loan Advance (the "Completion Date"Tenant Improvements), for not more than the “Over-Allowance Amount”, and Landlord will reimburse Tenant on a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shallmonthly basis, as described in Section 1.2(b)(ii) above, for a precondition percentage of each amount requested by the Contractor or otherwise to be disbursed under this Workletter, which percentage shall be equal to the filing Tenant Improvement Allowance divided by the amount of a claim the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General ContractorDrawings, and the Architect; (v) A provision that cost of all other Tenant Improvement Allowance Items incurred prior to the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery commencement of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord’s reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireprocured and delivered to Landlord a copy of all permits necessary for commencement of construction of the Tenant Improvements.