Common use of Construction Contract Clause in Contracts

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the 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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 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 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 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. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause engage the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D (1) hereof. (1) The Interior Improvements will be constructed Contractor pursuant to a mutually approved contract form (collectively, the "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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedContract"). Landlord shall submit advise Tenant within five (5) business days after Landlord's receipt of the final form of the Contract, that it is either (i) approving the Contract, (ii) approving the Contract subject to specified conditions, which conditions must be stated in a reasonably clear and complete manner, or (iii) disapproving and returning the Contract to Tenant with requested revisions. If Landlord disapproves the terms of Contract, Tenant may resubmit the "fixed price" construction contract for Contract to Landlord at any time, and Landlord shall approve or disapprove the Interior Improvements for Tenant's approval, which shall be deemed given if objection is not made by Tenant resubmitted Contract within three (3) business days after receipt of Landlord receives such proposal from landlordresubmitted Contract. Subject to mutual agreement of Landlord and Tenant, the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements Such procedure shall be engaged on a "design-build" basis where repeated until the Contract is approved. If Landlord has not timely approved the Contract within the applicable time period set forth above, Tenant shall have the right to reasonably approve such subcontractors. Tenant shall have the right send a "reminder notice" to approve the total Interior Improvement Costs. After all such costs are knownLandlord, which conspicuously indicates that Landlord's continued failure to respond may result in the event that Tenant does not approve deemed approval of the total Interior Improvement Costs, Tenant may request that changes Contract most recently delivered to Landlord (which notice shall be made delivered to Landlord pursuant to the Final Interior Plans terms of the Lease, shall clearly state the following in bold: "LANDLORD'S FAILURE TO RESPOND WITHIN THREE (subject 3) BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF THE CONTRACT," and shall also be sent via electronic mail to the Landlord's approval which shall not be unreasonably withheld or delayedrepresentative set forth in Section 5.2 below). If Landlord fails to respond to Tenant regarding the Contract within three (3) for business days after its receipt of the purpose of lowering reminder notice identified in the total Interior Improvement Costs. Other major subcontracts shall go through preceding sentence, then 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 any modifications to the Final Interior Plans and rebidding or re-pricing requested by Tenant Contract shall be deemed delays caused to have been approved by Tenant for purposes of Paragraph 7 hereofLandlord; provided, however, in no event shall such "deemed approval" occur to the extent the parties are in discussions regarding the Contract, the provisions thereof or the details contained therein. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. After the Final Plans and Specifications are completed and approved, Landlord promptly shall obtain bids from at least three (3) qualified general contractors (in Landlord’s sole discretion, but as of the date hereof anticipated and agreed to be Ideal Builders, Harmony Construction, and Bachmann Construction) to perform the Landlord’s Work, including identification of the costs of alternative items identified in the Final Plans and Specifications. Landlord shall provide Tenant with either a copy of the bids or the ability to review the bids as they relate to the Tenant Improvements, at Landlord’s offices; if necessary, Tenant will provide the contractors with an appropriate confidentiality agreement. Within seven (7) days after bids are received, Landlord and Tenant shall cooperate --------------------- meet to cause review the Interior Improvements to be constructed by a general contractor who is engaged by Landlord bids and pricing for alternatives listed in accordance with the 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 Final Plans and approved by TenantSpecifications. Landlord has submitted to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 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 with Landlord's approval ’s consent which shall not be unreasonably withheld or delayed) for , may request the purpose of lowering Architect to modify the total Interior Improvement Costs. Other major subcontracts shall go through the bid process, wherein Tenant shall have the right Final Plans and Specifications and thereafter Landlord to reasonably approve such subcontractors and to have major subcontracts rebid if Tenant does not approve the bid. Delays caused by any modifications submit to the Final Interior Plans and rebidding or re-pricing requested by Tenant general contractors for another bid, but any delay resulting from such request shall be deemed delays caused by to be a Tenant for purposes of Paragraph 7 hereofDelay (as such term is further defined in the Lease and in this Work Letter). When a bid is acceptable to both parties, Landlord shall promptly endeavor to enter a binding construction agreement (the “Construction Contract”) with that bidder (“Contractor”) to perform Landlord’s Work. Landlord shall (i) have complete control over the Landlord’s Work, (ii) coordinate all construction means, methods, techniques, sequences, and procedures relating to the Landlord’s Word, (iii) coordinate all contractors’ work and all other contractors and subcontractors relating to the Landlord’s Work, and (iv) have the exclusive right to direct and supervise the working forces, including subcontractors, performing the Landlord’s Work. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with whichever of the procedures set forth in either subparagraph 4D (1) or 4D (2) hereof that is approved by Landlord and Tenant; provided, however, that if Landlord and Tenant do not agree on which method to use for selecting the general contractor and awarding the construction contact within five (5) days after either party requests the other to approve one of the two methods set forth herein, then the general contractor shall be selected and the general construction contract awarded in accordance within the provisions of subparagraph 4D (1) hereof. (1) The job of constructing the Interior Improvements will shall be offered for "competitive bid", on a fixed price basis, to at few three (3) but no more than five (5) general contractors reasonably approved by Landlord and Tenant. The construction contract shall be awarded to the bidder selected by Tenant and reasonably approved by Landlord, who may or may not be 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 fist 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. (2) The Interior Improvements may be constructed pursuant to a "fixed pricecost plus" construction contract awarded to a general contractor selected by Landlord and approved by Tenant. Landlord has submitted shall submit to Tenant Landlord's Landlords recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant and the terms of the "fixed price*cost plus" construction contract for the Interior Improvements for Tenant's approval, which shall be deemed given if objection is not made by Tenant within three two (32) business days after receipt of such proposal from landlordLandlord. Subject to mutual agreement If this method of Landlord and Tenantawarding the construction contract is selected, the general construction contract will shall provide that all major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements shall be engaged on chosen by a "design-build" basis competitive bid process where Tenant shall have the right to reasonably approve such subcontractors. (i) Tenant shall have the right to approve subcontractors who bid on specific parts of the total Interior Improvement Costs. After all such costs are knownjob, in and (ii) Tenant shall have the event that right to cause a major subcontract to rebid if Tenant does not approve the low bid, if such low bid would cause the total Interior Improvement Costs, Tenant may request Improvement. Costs to exceed the amount stated in Paragraph 2 of the First Addendum to Lease and requests that changes be made to the Final Interior Plans (subject to Landlord's approval which shall not be unreasonably withheld or delayedapproval) 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 Costs to reasonably approve such subcontractors and to have major subcontracts rebid if Tenant a level that does not approve exceed the bidamount stated in Paragraph 2 of the First Addendum to Lease. Delays caused by any modifications to the Final Interior Plans and rebidding or re-pricing requested by Tenant shall be deemed delays caused by Tenant for purposes Purposes of Paragraph paragraph 7 hereof. (23) Landlord and Tenant shall use their best efforts to approve the general contractor and all subcontractors so that the construction contract may be executed as soon as possible. 4.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to ---------------------- cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D (1) hereof. (1) The job of constructing the Interior Improvements will shall be constructed pursuant offered for "competitive bid", on a fixed price basis, to a "fixed price" construction contract awarded to a three (3) general contractor contractors selected by Landlord and approved by Tenant. Landlord has submitted The construction contract shall be awarded to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedbidder submitting the lowest responsive bid for the job. Landlord shall submit to Tenant a list of general contractors acceptable to Landlord to whom the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's approvaljob may be bid, which and Tenant shall be deemed given if objection is not made by Tenant notify Landlord within three (3) business days after receipt of such proposal 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 responsive bid resulting from landlord. Subject to mutual agreement such competitive bidding process indicates that the Interior Improvement Costs will exceed $511,488.00 Dollars ($12.00 per gross leasable square foot of the Premises), Landlord and shall promptly notify Tenant, the general construction contract will provide in writing, to that major subcontractors for electricaleffect, plumbing, mechanical and HVAC, (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 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 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 any propose modifications to the Final Interior Plans and rebidding or re-pricing 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 final Interior Plans shall be completed as expeditiously as possible; provided, however, that (i) the job shall nonetheless be awarded to the lowest responsive bidder whose price shall be adjusted based upon the changes requested by Page Four Tenant and approved by Landlord made to the Final Interior Plans; and (ii) if Tenant should choose to exercise its right to modify the final Interior Plans for the purpose of reducing the Interior Improvement costs, any delay resulting from the failure by Tenant to timely exercise its right to do so shall be deemed delays a delay caused by Tenant for purposes of Paragraph paragraph 7 hereof. (2) Landlord and Tenant shall use their best efforts to approve the general contractor and all subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord Lender shall have received and Tenant shall cooperate approved --------------------- to cause each general construction contract (the Interior Improvements "Construction Contract"), executed --------------------- or to be constructed executed by and between Borrower and a general contractor who is engaged by Landlord acceptable to Lender (the "General Contractor"), to construct the Resort ------------------ Improvements in accordance with the procedures Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Resort Improvements that 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 Resort Improvements, on or before the Completion Date, for not more than a guaranteed maximum fixed price acceptable to Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the making of any Advance hereunder (including the final Advance for Retainage) execute and deliver to Borrower and Lender conditional or unconditional lien waivers (as required by this Agreement) in any form and substance approved by Lender; (iii) A provision for such Retainage of 10% of the Hard Costs payable Schedule 4.1 -- Page 5 of 8 ------------ thereunder or a lesser amount, if any, as Lender may consider appropriate under the circumstances, which Retainage shall be released in the manner set forth in subparagraph 4D (1) hereof.herein; (1iv) The Interior Improvements will A provision that prior to final payment under the Construction Contract (including Retainage), the General Contractor shall deliver to 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 Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be constructed pursuant terminated by the General Contractor unless Borrower's default thereunder continues for a period of thirty (30) days after delivery of a written notice of Borrower's default to Lender (or such longer period after said delivery as may be reasonably necessary to cure a "fixed price" construction contract awarded to a general contractor selected default thereunder) and may not be terminated by Landlord and approved the General Contractor by Tenant. Landlord has submitted to Tenant Landlord's recommendation reason of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit bankruptcy or insolvency of 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 Lender, continue to Tenant the terms perform thereunder until construction of the "fixed price" construction contract for the Interior Resort 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 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 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 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.been completed; and (2vii) Landlord and Tenant Such other commercially reasonable provisions as Lender shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possiblerequire.

Construction Contract. Landlord and Tenant shall cooperate to --------------------- to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with whichever of the procedures set forth in either subparagraph 4D (1) or 4D (2) hereof that is approved by Landlord and Tenant; provided, however, that if Landlord and Tenant do not agree on which method to use for selecting the general contractor and awarding the construction contact within five (5) days after either party requests the other to approve one of the two methods set forth herein, then the general contractor shall be selected and the general construction contract awarded in accordance within the provisions of 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 approved by Tenant. The construction contract shall be 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 clays after receipt of such list of its objection to any proposed contractor. days 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 $70,000.00 Dollars ($10.00 per gross leasable square foot of the Expansion Space), Landlord shall promptly notify Tenant, in writing, to that effect, and Tenant shall have the right to 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 final Interior Plans shall be completed as expeditiously as possible; provided, however, that (i) the job shall nonetheless be awarded to the low bidder whose price shall be adjusted based upon the changes requested by Tenant and approved by Landlord made to the Final Interior Plans; and (ii) if Tenant should choose to exercise its right to modify the final Interior Plans for the purpose of reducing the Interior Improvement costs, any delay resulting from the failure by Tenant to timely exercise its right to do so shall be a delay caused by Tenant for purposes of paragraph 7 hereof. (2) The Interior Improvements may be constructed pursuant to a "fixed pricecost plus" construction contract awarded to a general contractor selected by Landlord and approved by Tenant. Landlord has submitted shall submit to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant and the terms of the "fixed pricecost plus" construction contract for the Interior Improvements for Tenant's approval, which shall be deemed given if objection is not made by Tenant within three two (32) business days after receipt of such proposal from landlordLandlord. Subject to mutual agreement If this method of Landlord and Tenantawarding the construction contract is selected, the general construction contract will shall provide that all major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements shall be engaged on chosen by a "design-build" basis competitive bid process where Tenant shall have the right to reasonably approve such subcontractors. (i) Tenant shall have the right to approve subcontractors who bid on specific parts of the total Interior Improvement Costs. After all such costs are knownjob, in and (ii) Tenant shall have the event that right to cause a major subcontract to rebid if Tenant does not approve the low bid, if such low bid would cause the total Interior Improvement CostsCosts to exceed $70,000.00 Dollars ($10.00 per square foot of gross leasable area within buildings that are part of the Expansion Space), Tenant may request and requests that changes be made to the Final Interior Plans (subject to Landlord's approval which shall not be unreasonably withheld or delayedapproval) 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 Costs to reasonably approve such subcontractors and to have major subcontracts rebid if Tenant a level that does not approve exceed $70,000.00 Dollars ($10.00 per square foot of gross leasable area within the bidbuildings that are part of the Expansion Space). Delays caused by 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 paragraph 7 hereof. (23) Landlord and Tenant shall use their best efforts to approve the general contractor and all subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord Each of Seller and Tenant Xxxxxxxxx confirms, acknowledges, covenants and agrees as follows: (a) The Land is presently under development and construction and that Seller has entered into a CCDC 14 Design-Build Stipulated Price Contract (2013) dated April 18, 2022 between NYX Xxx Xxxxx Storage LP and Rossclair Contractors Inc. (the Construction Contract); (b) Subject to the other provisions of this Section 4.4, the Construction Contract to the extent assumable by Purchaser, shall cooperate --------------------- be assumed by and be the responsibility of the Purchaser from and after the Closing Date pursuant to cause an assignment and assumption agreement (the Interior Improvements Construction Assumption Agreement) entered into on Closing. All costs and expenses relating to the assignment and assumption of such Construction Contract, including in respect of obtaining the consent of Rossclair Contractors Inc. in respect thereof (the Consent), shall be constructed by a general contractor who is engaged by Landlord in accordance with for the procedures set forth in subparagraph 4D (1) hereofsole cost and expense of Seller. (1c) The Interior Improvements will Seller shall be constructed responsible for the performance of all covenants and obligations of the “Owner” pursuant to the Construction Contract up to (but not including) the Closing Date and all payments accruing pursuant thereto as at the Closing Date. (d) Purchaser shall receive a "fixed price" construction contract awarded credit on the Statement of Adjustments in an amount equivalent to a general contractor selected the requisite holdback to be maintained by Landlord and approved by Tenant. Landlord has submitted to Tenant Landlord's recommendation Seller in respect of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit Construction Contract pursuant to Tenant and in compliance with the terms Construction Act (Ontario). (e) Any adjustments and/or payments to be made and/or accruing in respect of the "fixed price" construction contract for Construction Contract shall be quantified and certified by the Interior Improvements for Tenant's approvalquantity surveyors or other consultant retained pursuant to the Construction Contract, which quantifications and certifications, absent manifest error, shall be deemed given if objection is not made by Tenant within three final and binding on Seller and Purchaser. (3f) business days after receipt of such proposal from landlord. Subject to mutual agreement of Landlord and Tenant, the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as all Notwithstanding any 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 shall have the right to approve the total Interior Improvement Costs. After all such costs are knownprovision in this Agreement, in the event that Tenant does not approve the total Interior Improvement Costs, Tenant may request that changes be made Seller is unable to obtain consent for the assignment and assumption of the Construction Agreement to the Final Interior Plans (subject Purchaser on Closing, the Seller may terminate the Construction Agreement, at its sole cost and expense, and shall thereafter be relieved of the obligation to Landlord's approval which shall not be unreasonably withheld or delayed) for assign 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 any modifications Construction Agreement 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 hereofPurchaser on Closing. (2g) Landlord and Tenant This Section 4.4 shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possiblesurvive Closing.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause engage the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D (1) hereof. (1) The Interior Improvements will be constructed Contractor pursuant to a mutually approved contract form (collectively, the "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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedContract"). Landlord shall submit advise Tenant within five (5) business days after Landlord's receipt of the final form of the Contract, that it is either (i) approving the Contract, (ii) approving the Contract subject to specified conditions, which conditions must be stated in a reasonably clear and complete manner, or (iii) disapproving and returning the Contract to Tenant with requested revisions. If Landlord disapproves the terms of Contract, Tenant may resubmit the "fixed price" construction contract for Contract to Landlord at any time, and Landlord shall approve or disapprove the Interior Improvements for Tenant's approval, which shall be deemed given if objection is not made by Tenant resubmitted Contract within three (3) business days after receipt of Landlord receives such proposal from landlordresubmitted Contract. Subject to mutual agreement of Landlord and Tenant, the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements Such procedure shall be engaged on a "design-build" basis where repeated until the Contract is approved. If Landlord has not timely approved the Contract within the applicable time period set forth above, Tenant shall have the right to reasonably approve such subcontractors. Tenant shall have the right send a "reminder notice" to approve the total Interior Improvement Costs. After all such costs are knownLandlord, which conspicuously indicates that Landlord's continued failure to respond may result in the event that Tenant does not approve deemed approval of the total Interior Improvement Costs, Tenant may request that changes Contract most recently delivered to Landlord (which notice shall be made delivered to Landlord pursuant to the Final Interior Plans terms of the Lease, shall clearly state the following in bold: "LANDLORD'S FAILURE TO RESPOND WITHIN THREE (subject 3) BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF THE CONTRACT," and shall also be sent via electronic mail to the Landlord's approval which shall not be unreasonably withheld or delayedrepresentative set forth in Section 5.2 below). If Landlord fails to respond to Tenant regarding the Contract within three (3) for business days after its receipt of the purpose of lowering reminder notice identified in the total Interior Improvement Costs. Other major subcontracts shall go through preceding sentence, then 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 any modifications to the Final Interior Plans and rebidding or re-pricing requested by Tenant Contract shall be deemed delays caused to have been approved by Tenant for purposes of Paragraph 7 hereofLandlord; provided, however, in no event shall such "deemed approval" occur to the extent the parties are in discussions regarding the Contract, the provisions thereof or the details contained therein. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord and (i) Tenant shall cooperate --------------------- enter into a construction contract with a duly licensed contractor reasonably acceptable to cause Landlord for completion of Tenant's Improvements on the Interior Improvements Premises. Landlord may require that any contractor is bondable with a surety satisfactory to be constructed by a general contractor who is engaged by Landlord in accordance with an amount sufficient to insure complete and timely construction of the procedures set forth in subparagraph 4D (1) hereofTenant Improvements and prompt payment of all labor and materials. No bond, however, shall be required. (1ii) The Interior Improvements Tenant shall coordinate its construction on the Pad with other construction work being performed or to be performed by the Landlord on the Premises or elsewhere in the Shopping Center. Tenant shall ensure that its contractor will agree to cooperate with Landlord in coordinating all construction on the Premises and the Shopping Center. Tenant acknowledges that the Shopping Center may be constructed pursuant in operation at the time of Tenant's construction and that Tenant may not interfere with the operation of the Shopping Center or of any of its tenants. Tenant's construction areas shall be limited to a those areas on Tenant's Premises delineated on EXHIBIT "fixed priceD-1" to the Lease (the "Construction Areas") and shall be fenced in. Tenant shall endeavor to the greatest extent possible to minimize the impact of its construction contract awarded on the operation of the Shopping Center. Tenant agrees to a general contractor selected by Landlord and approved by Tenant. Landlord has submitted comply with the Construction Areas made available to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant the terms of the "fixed price" construction contract for the Interior Improvements staging, storage, parking of construction vehicles, and the routes of access for Tenant's approvalall construction traffic, 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (as well as for location of any field office or other facilities for contractor's personnel, all other subcontractors as to which Landlord and Tenant agree) for the Interior Improvements shall be engaged delineated on a EXHIBIT "design-buildD-1" basis where Tenant shall have the right to reasonably approve such subcontractors. 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 (Lease. Any areas which Tenant desires to use outside of the Construction Areas are subject to Landlord's approval prior written approval, which shall not may be unreasonably withheld in Landlord's sole and ablsolute discretion. Once Landlord has commenced its Site Improvements within the Common Areas, or delayed) upon any tenant's opening for business in the purpose of lowering Shopping Center, Tenant agrees to comply with 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 any modifications to the Final Interior Plans and rebidding or re-pricing requested routing of construction traffic and relocation of staging areas as designated by Tenant shall be deemed delays caused Landlord and any other measures reasonably designated by Tenant for purposes of Paragraph 7 hereofLandlord to minimize impact on the operations at the Shopping Center or on any finished improvements. (2iii) Tenants contractor and all subcontractors shall be licensed by the State of California and in the County of Los Angeles for the work to be performed by such contractor or subcontractors and shall be required to perform all work in a thoroughly first class and workerlike manner in strict conformance with the Working Drawings and Specifications. Tenant's contractor and all subcontractors shall be required to obtain approval (as set forth in Paragraph 6a(ii), above) from Landlord for any space outside of the fenced Construction Areas but in the Shopping Center generally, which is needed for storage, handling and moving of materials and equipment, as well as for location of any field office or other facilities for contractor's personnel (which approval, except as set forth in Paragraph 6a(ii) as to the staging, storage, and access routes delineated on EXHIBIT "D-I" to the Lease, may be withheld in Landlord's sole discretion). Parking of construction vehicles within the Shopping Center other than within the Construction Areas shall be strictly prohibited, and access of such vehicles over the Shopping Center to and from the Construction Areas shall be as directed by Landlord on EXHIBIT "D-1". Tenant's contractor or subcontractors shall be required to make appropriate arrangements with Landlord for temporary utility connections as may be available within the Shopping Center generally, and shall pay the cost of such connections, including the cost of maintenance and removal thereof, and shall pay all utility charges incurred. The construction contract shall also provide that the contractor and all subcontractors shall work in a cooperative spirit with Landlord's site work superintendent. (iv) Tenant's contractor and all subcontractors shall carry Workers Compensation Insurance covering all of their respective employees, as well as Commercial Liability Insurance, including replacement coverage property damage, and Comprehensive Automobile Liability Insurance. Tenant's contractor shall also carry Builder's All-Risk Insurance. All such liability insurance shall provide single limit coverage of at least Two Million Dollars ($2,000,000) for Tenant's contractor (except for Workers' Compensation, which shall have limits as provided by law), and shall be in a form, and carried by companies, approved by Landlord. All insurance shall contain provisions prohibiting cancellation or reduction in coverage prior to the giving of at least thirty (30) days prior written notice to Landlord. All insurance shall name Tenant as the named insured and shall also name Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed Landlord's Lender (if any) as soon as possiblean additional insureds.

Construction Contract. Landlord COST BUDGET. Prior to Tenant's execution of the construction contract and general conditions with Contractor (the "Contract"), Tenant shall cooperate --------------------- submit the Contract to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the 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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's its 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 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 shall not be unreasonably withheld or delayed) . Prior to the commencement of the construction of the Tenant Work, and after Tenant has accepted all bids for the purpose of lowering the total Interior Improvement Costs. Other major subcontracts shall go through the bid processTenant Work, wherein Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the right design and construction of the Tenant Work to reasonably approve such subcontractors and be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the "Final Costs"). Prior to have major subcontracts rebid if the commencement of construction of the Tenant does not approve the bid. Delays caused by any modifications Work, Landlord, at Landlord's sole election, shall require Tenant: (i) to supply Landlord with cash in an amount equal to the Final Interior Plans and rebidding or re-pricing requested by Tenant Costs, which amount shall be deemed delays caused deposited into a construction escrow account reasonably acceptable to Tenant and Landlord (the "Construction Deposit") and shall be used to fund the costs of construction in accordance with escrow instructions to be mutually executed by Landlord and Tenant; or (ii) to purchase and deliver to Landlord a payment and/or completion bond in amount equal to the Final Costs. If at any time, or from time to time, Landlord should reasonably determine that the balance of the Construction Deposit then remaining should be insufficient to fully fund the remaining costs of construction of the Tenant for purposes of Paragraph 7 hereof. (2) Work, Landlord shall provide written notice thereof to Tenant and Tenant shall use their best efforts deposit additional funds sufficient to approve ensure the subcontractors so that completion of the construction contract may be executed as soon as possibleTenant Work.

Construction Contract. Tenant's construction contract for Tenant's Work will provide (and Tenant will deliver a copy of it to Landlord so that Landlord may confirm it provides) that: (a) Intentionally Deleted (b) construction of Tenant's Work will not interfere with Landlord's or Landlord's tenants' activities in, or use or enjoyment of, the Building; (c) Contractor will cooperate with other contractors in the Building to insure harmonious working relationships, including, without limitation, coordinating with other contractors in the Building concerning use of elevators, trash removal and water and utility usage; (d) Contractor will leave all Common Areas in neat, clean, orderly and safe condition at the end of each day during construction of Tenant's Work; (e) Contractor will procure and maintain and cause its subcontractor(s) to procure and maintain the insurance described in Paragraph 12 below; (f) upon completion of Tenant's Work, Contractor will provide to Landlord and Tenant shall cooperate --------------------- as-built drawings together with mechanical balance reports and any maintenance manuals on equipment installed in the Premises as part of Tenant `s Work;; and g) all labor and material supplied according to cause the Interior Improvements contract will be fully warranted by Contractor for a period of not less than one year from substantial completion of Tenant's Work and such warranty will provide that it is for the benefit of both Landlord and Tenant and may be enforced by either. The construction contract will also contain the following indemnification and defense provisions: "Contractor will protect, defend, hold harmless, and indemnify [Landlord's name to be constructed inserted] and its successors, assigns, directors, officers and employees (collectively, "Indemnitees") from and against all claims, actions, liabilities, damages, losses, cost and expense (including attorney's fees) arising out of or resulting from the performance of the work contemplated by a general contractor who is engaged this contract by Landlord in accordance with the procedures set forth in subparagraph 4D Contractor or any of its subcontractors, provided that any such claims, action, liabilities, damages, losses, cost or expense (1) hereof. are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (1other than the work contemplated by this contract itself) The Interior Improvements will be constructed pursuant to a "fixed price" construction contract awarded to a general contractor selected by Landlord including the loss of use resulting therefrom and approved by Tenant. Landlord has submitted to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord 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 general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 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 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 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. (2) Landlord are caused in whole or in part by the negligent act or omission of Contractor, any subcontractor, or any of them may, directly or indirectly, be liable. Such obligations will not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph. Contractor agrees to protect, defend, hold harmless and Tenant shall use their best efforts indemnify the Indemnitees from and against any and all claims, actions, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising out of or resulting from Contractor's failure to approve purchase all insurance required under Paragraph 11 of the subcontractors so that Possession and Leasehold Improvements Agreement attached to and made a part of the construction contract Lease Agreement dated [Date of Lease to be inserted] between [Landlord's name to be inserted] and [Tenant's name to be inserted], and Contractor's failure to require and obtain proper insurance coverage from its subcontractors. In any and all claims against the Indemnitees or any employee of Contractor or any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be executed as soon as possibleliable, the indemnification obligation under this provision will not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor under Worker's' or Workmen's Compensation Acts, disability benefit acts, or other employee benefit acts. The indemnification and defense obligations stated above will not apply to any claims, actions, liabilities, damages, losses, cost or expenses caused directly and solely by the affirmative gross negligence or intentional tortious act of the Indemnities."

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D (1) hereof. (1) The job of constructing the Interior Improvements will shall be constructed pursuant offered for "competitive bid", on a fixed price basis, to a "fixed price" construction contract awarded to a three (3) general contractor contractors selected by Landlord and approved by Tenant. Landlord has submitted The construction contract shall be awarded to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedbidder submitting the lowest bid for the job. Landlord shall submit to Tenant a list of general contractors acceptable to Landlord to whom the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's approvaljob may be bid, which and Tenant shall be deemed given if objection is not made by Tenant notify Landlord within three (3) business days after receipt of such proposal from landlordlist of its objection to any proposed contractor. Subject Tenant's failure to mutual agreement object within such period of time shall be deemed to be its approval of all bidders on the list so submitted by Landlord. Landlord and shall promptly notify Tenant, in writing, of the general construction contract will provide that major subcontractors for electricalamount of the lowest bid, plumbingincluding a comprehensive, mechanical detailed line-item budget, and HVAC, (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 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 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 any propose modifications to the Final Interior Plans and rebidding or re-pricing within five (5) business days after Tenant's receipt of Landlord's notice, subject to Landlord's approval of such changes. Landlord shall not exceed the approved bid for any line item without Tenant's prior written approval. Such revision of the final Interior Plans shall be completed as expeditiously as possible; provided, however, that the job shall nonetheless be awarded to the low bidder whose price shall be adjusted based upon the changes requested by Tenant shall be deemed delays caused and approved by Tenant for purposes of Paragraph 7 hereofLandlord made to the Final Interior Plans. (2) Landlord and Tenant shall use their best efforts to approve the general contractor and all subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause the Interior Improvements to be constructed by enter into a general contractor who is engaged by Landlord in accordance with the 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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant the terms of the "fixed price" construction contract for the Interior Improvements for Tenant Improvement Work directly with the Tenant's approval’s Contractor, subject however to the following terms and conditions: a. All construction contract documents, including specifications and all change orders, shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. b. The Tenant’s Contractor (or Tenant) shall specifically be required to carry all such insurance as Landlord may reasonably require in connection with such construction, for the benefit of Tenant, Landlord, Landlord’s Agents and Tenant’s Contractor, and Landlord shall be deemed given if objection is not made by Tenant within three (3) business days after receipt named a third party beneficiary of such proposal from landlord. Subject to mutual agreement of Landlord the Tenant’s contract with the Tenant’s Contractor and Tenant, the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, (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 enforce compliance with such contract in its own name or in the name of Tenant. c. Neither Tenant’s Contractor, nor any of its subcontractors, shall be permitted to interfere with the work of, or cause labor problems with, Landlord’s contractors or subcontractors otherwise performing work within the Building. Tenant shall be responsible for any damage to the Premises or the Building (including the premises of other tenants) caused by Tenant’s Contractor, or any of its subcontractors. Tenant and/or Tenant’s Contractor shall comply with the pertinent Section 13.3 of the Lease with respect to liens or claims for liens arising out of any Tenant Improvement Work or any other work alleged to have been performed by, or at the direction of, or on behalf of Tenant. d. Tenant shall cause the Tenant’s Contractor to diligently proceed with the completion of construction of the Tenant Improvement Work after commencement thereof, in accordance with the Plans and Specifications. Landlord shall not be responsible to Tenant for any defects in the Tenant Improvement Work; Tenant shall be primarily responsible for resolving any claims of defects with Tenant’s Contractor or Tenant’s Architect, but Landlord and Tenant agree to cooperate in this regard. e. Landlord may submit a list of approved subcontractors for consideration by Tenant’s Contractor. Landlord will have the right to review and approve the total Interior Improvement Costs. After all such costs are known, in subcontractor list once the event that Tenant does not approve the total Interior Improvement Costs, Tenant may request that changes be made project has been awarded to the Final Interior Plans (subject to Landlord's approval which 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 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 hereofTenant’s Contractor. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord shall enter into a construction contract with the General Contractor for the construction of the Building (the “Building Work Contract”), and Tenant shall enter into a construction contract with the General Contractor for the TI Work (the “TI Work Contract”), each of which shall be subject to approval by the other party hereto, which approval shall not be unreasonably withheld, conditioned or delayed, and approval of its Mortgagee, if required. Each of the Building Work Contract and the TI Work Contract (each, a “Construction Contract” and collectively, the “Construction Contracts”) will be on a “cost plus, with a guaranteed maximum price” basis. Each Construction Contract will provide: (i) that retainage on all payments (except for General Conditions Costs (as defined below)) shall be no less than 10% (or the amount required by law) until 50% of the work covered by such Construction Contract (as the case may be, the “Contract Work”) is completed, after which the retainage shall be no less than 5% (or the amount required by law), but in no case shall the retainage ever be less than 5% of the contract price or the amount of retainage required by law (the “Retainage”) until the Contract Work is completed to Landlord’s and Tenant’s reasonable satisfaction in accordance with this Lease, with releases of Retainage attributable to any particular subcontract subject to: (A) satisfactory completion of all work required under such subcontract, and (B) receipt of lien waivers reasonably acceptable to Landlord and Tenant; (ii) that Tenant and Landlord must approve any changes to the Building Plans and the Approved Plans as required by and in accordance with this Lease; (iii) that General Contractor shall provide a credit associated with any deductive change order (which will include a corresponding decrease in Contractor’s Fee; (iv) that General Contractor shall work with Landlord and Tenant shall cooperate --------------------- to cause assess the Interior Improvements various options available to reduce costs throughout the completion of the Contract Work; (v) that General Contractor shall, to the extent permitted by law, indemnify, defend and hold Landlord, the Landlord Parties, Tenant and the Tenant Parties harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from actual or threatened claims by third parties arising in connection with the completion of the Landlord’s Work, the TI Work, and General Contractor’s activities on or about the Premises, except to the extent caused by the party to be constructed indemnified; (vi) that the total amount of General Contractor’s compensation for its overhead and profit, and for expenses that are not a direct cost of the Contract Work, shall not exceed five percent (5%) of the total amount of the Construction Contract (“Contractor’s Fee”), and any change orders that affect the Cost Estimate, including additions and reductions, will result in proportionate changes to the Contractor’s Fee, both upward and downward, calculated on the same stipulated percentage; (vii) that any subcontractor or supplier fee as compensation for its overhead and profit, and for expenses that are not a direct cost of the Contract Work (“Subcontractor’s Fee”) for a change order requested by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D Txxxxx, shall not exceed fifteen percent (115%) hereof. of such increased cost; (1viii) The Interior Improvements will be constructed pursuant to a "fixed price" construction contract awarded to a general contractor selected by that General Contractor shall provide Landlord and approved by Tenant. Landlord has submitted to Tenant Landlord's recommendation with a detailed itemization of the types, categories and amounts of costs to be included in General Contractor’s general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approved. Landlord shall submit to Tenant the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's approvalconditions costs, which shall be deemed given if objection a stipulated amount or rate (the “General Conditions Costs”); (ix) intentionally omitted; (x) that, at Tenant’s option, General Contractor will require each first (1st) tier subcontractor to provide lien waivers in a form and substance reasonably acceptable to Landlord, as to the construction of the Building, and Tenant, as to the TI Work, as a condition to such subcontractor’s right to receive its final payment relating to such Contract Work, as the case may be; (xi) that Tenant is not made by an intended third-party beneficiary of the Building Work Contract, and Landlord is an intended third-party beneficiary of the TI Work Contract; (xii) that any work for construction of the Building performed on a cost-plus basis shall be subject to the requirement that any and all costs and expenses, including insurance premiums, shall be commercially-reasonable and substantiated with detailed documentation to be provided to Landlord and Tenant upon request; and (xiii) will secure Landlord’s and Tenant’s rights to audit all costs under the Construction Contracts. Promptly upon request and in any event within three ninety (390) business days after receipt the Effective Date, Landlord shall provide Tenant with a copy of such proposal from landlordthe executed Building Work Contract, together with all schedules, exhibits, and any amendments, and Tenant shall provide Landlord with a copy of the executed TI Work Contract, together with all schedules, exhibits, and any amendments. Until each Construction Contract has been executed, each party shall, upon request by the other party hereto, provide the requesting party with a copy of the latest draft of its respective Construction Contract. Subject to mutual agreement of Section 4 above, Landlord and shall not amend or modify the Building Work Contract without Tenant, ’s prior written consent if the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVACamendment or modification would (w) make the Construction Contract’s provisions inconsistent with the requirements set forth above in this Section 7, (as well as x) adversely affect any potential savings on the Cost Estimate, or (y) delay the Lease Commencement Date. Tenant may withhold its consent to any such amendment or modification in Tenant’s reasonable discretion. 7.1.2.1 Landlord hereby assigns to Tenant all warranties and guaranties by the General Contractor or any subcontractor relating to the TI Work or any other subcontractors portion of the Landlord Work to be maintained by Tenant pursuant to the Lease. In the event of any TI Work or approved Alterations modifying any Building Systems, Landlord shall use commercially-reasonable efforts to obtain assurances from the applicable issuing parties that applicable warranties 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 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 shall affected Building Systems will not be unreasonably withheld or delayed) for the purpose of lowering the total Interior Improvement Costs. Other major subcontracts shall go through the bid processvoided by such modifications, wherein Tenant shall have the right to reasonably approve provided such subcontractors work is performed by Lxxxxxxx’s contractors and to have major subcontracts rebid if Tenant does not approve the bid. Delays caused by 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 hereofin compliance with reasonable conditions associated therewith. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that the construction contract may be executed as soon as possible.

Construction Contract. Landlord and Tenant shall cooperate --------------------- enter into a construction contract for the New Premises Improvements directly with the Tenant’s Contractor, subject however to the following terms and conditions: a. All Material Change Orders shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. b. Tenant’s Contractor (or Tenant) shall specifically be required to carry insurance in the types and amounts set forth on Exhibit C-1 attached hereto in connection with such construction, for the benefit of Tenant, Landlord, and Tenant’s Contractor. c. Neither Tenant’s Contractor, nor any of its subcontractors, shall be permitted to unreasonably interfere with the work of Landlord’s contractors or subcontractors otherwise performing work within the Building. Tenant shall be responsible for any damage to the New Premises or the Building (including the premises of other tenants) directly caused by Tenant’s Contractor, or any of its subcontractors. d. Tenant shall cause the Interior Tenant’s Contractor to diligently proceed with the completion of construction of the New Premises Tenant Improvements to be constructed by a general contractor who is engaged by Landlord after commencement thereof, in accordance with the 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 general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedConstruction Plans. Landlord shall submit not be responsible to Tenant for any defects in the terms of New Premises Tenant Improvements caused by the "fixed price" construction contract for the Interior Improvements for Tenant's approval, which construction; Tenant shall be deemed given if objection is not made by Tenant within three (3) business days after receipt primarily responsible for resolving any claims of such proposal from landlord. Subject to mutual agreement of Landlord and construction defects with Tenant, the general construction contract will provide that major subcontractors for electrical, plumbing, mechanical and HVAC, ’s Contractor or Tenant’s Architect (as well as all other subcontractors as to which hereinafter defined), but Landlord and Tenant agree) agree to cooperate in this regard. e. Landlord may submit a list of approved subcontractors for the Interior Improvements shall be engaged on a "design-build" basis where Tenant shall consideration by Tenant’s Contractor. Landlord will have the right to review and reasonably approve such subcontractors. 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 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 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. (2) Landlord and Tenant shall use their best efforts to approve the subcontractors so that Tenant’s subcontractor list once the construction contract may be executed as soon as possiblehas been awarded to Tenant’s Contractor.

Construction Contract. Landlord and Tenant shall cooperate --------------------- to cause the Interior Improvements to be constructed by a general contractor who is engaged by Landlord in accordance with the procedures set forth in subparagraph 4D (14D(1) hereof. (1) The job of constructing the Interior Improvements will shall be constructed pursuant offered for "competitive bid", on a fixed price basis, to a "fixed price" construction contract awarded to a three (3) general contractor contractors selected by Landlord and approved by Tenant. Landlord has submitted The construction contract shall be awarded to Tenant Landlord's recommendation of the general contractor --Xxxxxxxxx Xxxxx Inc. -- which Tenant has approvedbidder submitting the lowest bid for the job. Landlord shall submit to Tenant a list of general contractors acceptable to Landlord to whom the terms of the "fixed price" construction contract for the Interior Improvements for Tenant's approvaljob may be bid, which and Tenant shall be deemed given if objection is not made by Tenant notify Landlord within three (3) business days after receipt of such proposal 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 landlord. Subject to mutual agreement such competitive bidding process indicates that the Interior Improvement Costs will exceed $260,000.000 Dollars ($6.50 per gross leasable square foot of the Premises), Landlord and shall promptly notify Tenant, the general construction contract will provide in writing, to that major subcontractors for electricaleffect, plumbing, mechanical and HVAC, (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 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 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 any propose modifications to the Final Interior Plans and rebidding or re-pricing 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 final Interior Plans shall be completed as expeditiously as possible; provided, however, that (i) the job shall nonetheless be awarded to the low bidder whose price shall be adjusted based upon the changes requested by Tenant and approved by Landlord made to the Final Interior Plans; and (ii) if Tenant should choose to exercise its right to modify the final Interior Plans for the purpose of reducing the Interior Improvement costs, any delay resulting from the failure by Tenant to timely exercise its right to do so shall be deemed delays a delay caused by Tenant for purposes of Paragraph paragraph 7 hereof. (2) Landlord and Tenant shall use their best efforts to approve the general contractor and all subcontractors so that the construction contract may be executed as soon as possible.