Common use of Performance of Work Clause in Contracts

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers Work shall complete all Work be constructed in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender Construction Plans. The Work shall be subject, at the option of Landlord, to the inspection of Landlord, Landlord's Architect and Landlord's General Contractor from time to time, during the period in accordance which the Work is being performed, provided that such inspection does not unreasonably interfere with the terms of this Loan Agreement. The insufficiency completion of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) Work. If Lender determines in its reasonable discretion such inspections reveal that any of the Work is not being performed constructed substantially in a workmanlike conformance with the provisions of this Agreement or timely manner or that any Work has not been completed in a workmanlike mannerthe Final Plans, Lender Tenant at its expense shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction andcorrect same forthwith. Only new, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably first class materials shall be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers used in the exercise performance of due diligence to cure such unsatisfactory work, up to a maximum the Work. At all times during the construction of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender it shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and LenderTenant's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts responsibility to cause all each of Tenant's contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion maintain protection of the Work pursuant Premises in such a manner as to this Section 6.7(B). (vi) All Work prevent any damage to the Work, or to adjacent property and all materials, equipment, fixtures improvements by reason of the performance of the Work. Tenant's contractor and any other item comprising a part thereof subcontractors shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for properly secure the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementsPremises, including, without limitationto the extent required, applicable building codesthe furnishing of temporary guard rails and barricades. Landlord for good cause shall have the right to require Tenant to terminate any construction work at any time being performed by or on behalf of Tenant in the Premises, special use permitsand to require that any contractor or subcontractor, environmental regulations or any employee of same, leave the Building. Upon written notification, setting forth in reasonable detail such good cause, from Landlord to Tenant to cease any work, Tenant shall forthwith remove from the Premises all agents, employees and requirements contractors of insurance underwritersTenant performing such work until such time as Landlord shall have given its written consent for the resumption of such construction work (such consent not to be unreasonably withheld or delayed), and Tenant shall have no claim for damages of any nature whatsoever against Tenant in connection therewith.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), . Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable MortgageDeed of Trust. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection connections with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreementall Legal Requirements. The insufficiency of the balance in the applicable Work Replacement Reserve shall not relieve the Borrowers from their obligations its obligation to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If In the event Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's ’s dissatisfaction and, after the expiration of forty-five thirty (4530) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five thirty (4530) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five thirty (4530) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Replacement Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's ’s completion or making of any Work pursuant to Section 6.7(B)(ii6.6(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours the Properties after the expiration of the notice specified above and perform, subject to the rights of tenants, perform any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property Properties from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable MortgageMortgages. For this purpose, the Borrowers constitute each Borrower constitutes and appoint appoints Lender their its true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers such Borrower pursuant to Section 6.7(B)(ii6.6(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower Each Borrower empowers said attorney-in-fact as follows: : (i1) to use any funds in the applicable Work Replacement Reserve for the purpose of making or completing any Work; (ii2) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii3) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv4) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Propertyof the Properties, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v5) to execute all applications and certificates in the name of the Borrowers such Borrower which may be required by any of the contract documents; (vi6) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property the Properties or the rehabilitation and repair of such Propertythe Properties; and (vii7) to do any and every act which the Borrowers such Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i1) make Lender responsible for making or completing any Work; (ii2) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Replacement Reserve to make or complete any Work; (iii3) obligate Lender to proceed with any Work; or (iv4) obligate Lender to demand from the Borrowers any Borrower additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's ’s agents and representatives (including, without limitation, Lender's ’s engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 6.6 to enter onto any Property the Properties during normal business hours upon reasonable prior notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Propertythe Properties, and to complete any Work made pursuant to Section 6.7(B)(ii6.6(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's ’s representatives or such other persons described above in connection with inspections described in this Section 6.7(B6.6(B) or the completion of the Work pursuant to this Section 6.7(B6.6(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's’s, materialman's ’s or other liens (except for the Permitted Encumbrances). (vii) All Work performed at an Individual Property shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties such Individual Property and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) . In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(B)(ii) above6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable MortgagePledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or 80 the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. All other work in relation to the Leased Premises shall be performed by the Tenant at his own expense. Before the Tenant carries out any such work, he shall file with the Landlord a detailed set of drawings and specifications showing the work and he shall not proceed without first obtaining the Landlord's written approval, which approval shall not be arbitrarily withheld. The Tenant shall, prior to commencing the work, complete each of the following obligations to the reasonable satisfaction of the Landlord: (i) The Borrowers obtain the Landlord's written approval of the Tenant's plans, such approval not to be unreasonably withheld or delayed; (ii) provide the Landlord with certificates of insurance on the Landlord's standard form duly executed by the Tenant's insurers evidencing that the insurance required to be placed by the Tenant pursuant to this Lease has been contracted; (iii) ensure that all work on or in respect of the Leased Premises is to be performed by competent workmen. All contractors shall be subject to the prior reasonable approval of the Landlord, such approval not to be unreasonably withheld or delayed; (iv) provide evidence satisfactory to the Landlord that the Tenant has obtained, at its expense, all necessary consents, permits and licenses from authorities. Should the Tenant fail to obtain any such required consent, permit or license, the Landlord may, but shall not be obliged to, obtain same on behalf of the Tenant and the cost or expense incurred by the Landlord shall be payable by the Tenant as Additional Rent forthwith on demand; (v) provide evidence satisfactory to the Landlord of the Tenant's work schedule for completion of the Tenant's work. In performance of the Tenant's work, the Tenant shall: (i) comply with all applicable laws, building codes, permits and approvals for such work as well as the requirements of the Landlord's insurers. If the Tenant is in default in its compliance with any applicable laws, by-laws, building codes, permits or approvals from any governmental or other authority having jurisdiction or the requirements of the Landlord's insurers, and the Tenant does not correct any such default within the time period required by any such authority or insurer, the Landlord may (but not shall not be obligated to), cure any such default and all charges and costs incurred by the Landlord, of the costs or charges incurred by the Landlord shall be paid by the Tenant as Additional Rent forthwith on demand; (ii) after satisfying the requirements required to be performed by the Tenant prior to the commencement of the Tenant's work as set out in this Lease, but not before, proceed to complete all Work the Tenant's work in a good and workmanlike manner as soon as practicable following using new materials, the commencement thereof substantially whole to the Landlord's reasonable satisfaction and in accordance conformity with the applicable budget approved Plans; (iii) comply with and cause its contractors or subcontractors, tradesmen and suppliers to comply with all the provisions of the Plans, this Lease, the rules and regulations of the Landlord with respect to construction practices and conditions, such as safety, security and hours of work, etc., together with such other rules and regulations as may be laid down form time to time by Lender in accordance the Landlord; (iv) retain on the Leased Premises at all times when the Tenant's work is being performed one set of the Tenant's plans with the terms Landlords approval endorsed thereon; and (v) permit the Landlord, without prejudice to the Landlord's other remedies, at the Tenant's expense, to remove any Tenant's work, if material in nature, undertaken without the Landlord's prior written approval and to restore the Leased Premises to their prior condition, and the Tenant shall pay the Landlord as Additional Rent forthwith on demand the cost of this Loan Agreement. removal and renovation; The insufficiency following additional requirements shall apply in respect of the balance in performance of the applicable Work Reserve shall not relieve Tenant's work: (i) The Landlord retains the Borrowers from their obligations to perform and complete right of reasonable surveillance of the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentswork forces involved. (ii) during the performance of the Tenant's work , the Tenant shall remove all garbage and debris from the Leased Premises as required and place same in designated garbage containers provided by the Landlord. If Lender determines in its reasonable discretion that the Landlord is required to remove any Work is not being performed in a workmanlike of the Tenant's garbage or timely manner debris from within or that any Work has not been completed in a workmanlike manner, Lender shall have adjacent to the option Leased Premises to withhold disbursement the designated drop off location for such unsatisfactory work garbage, the cost of removing same shall be at the Tenant's expense and so notify paid for by the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender Tenant to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period Landlord as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderAdditional Rent. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject damage to the rights of tenants, any and all work and labor necessary to complete Leased Premises or the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and Complex caused during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Workthe Tenant's work by the Tenant or those for whom it is in law responsible including the Tenant's contractors and such contractors' agents shall be repaired forthwith by the Tenant. If the Tenant fails to carry out such repairs, or for clearance then the Landlord may, but shall not be obligated to carry out same and all charges and costs incurred by the Landlord plus a supervision fee of title; (vfive percent ( 5%) to execute all applications and certificates in shall be payable by the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement.Tenant as Additional Rent ; (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender the Landlord shall at all times be entitled to expend funds in addition to the amounts on deposit continue its construction activities in the applicable Work Reserve to make or complete any WorkLeased Premises and in the Complex; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work.and (v) The Borrowers throughout the period during which the Tenant's work is being performed, the Tenant shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (be subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to other terms and conditions of this Section 6.7(B). (vi) All Work agreement and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, the Lease insofar as they are applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codesthe provisions relating to the liability of the Tenant for its acts and omissions and the acts and omissions of its servants, special use permitsagents, environmental regulations employees, contractors, invitees, concessionaires and requirements licensees and the indemnification of insurance underwritersthe Landlord.

Performance of Work. Landlord's Work and Landlord's Completion Work will be prosecuted to completion with due diligence and will be done at Landlord's expense, except that (i) The Borrowers promptly following receipt by Landlord of any change order request by Tenant after approval by Tenant of the Final Specifications or any change requested by Tenant to the Performance Specifications after the date hereof, Landlord shall complete all provide Tenant, for Tenant's approval, Landlord's good faith estimate as to the delay (if any) and the increase in cost in the performance of Landlord's Work likely to be caused by such change order (Tenant hereby agreeing to respond within 10 days after receipt of Landlord's estimate), (ii) any increase in the cost to Landlord caused solely by such approved change order made by Tenant shall be borne by Tenant and shall be paid to Landlord on or before 30 days after bills are rendered therefor, (iii) provided Tenant authorizes the performance of such change order, the Work Commencement Date, the Delivery Date and the Outside Delivery Date shall be extended one day for each day of actual delay in the performance of Landlord's Work reasonably incurred by Landlord and caused by such change order (Landlord hereby agreeing to use reasonable efforts to minimize any such delay), and (iv) to the extent such approved change orders made by Tenant delay Delivery of Possession in the aggregate by more than 14 days, the 75-day period set forth in Section 3.1 hereof shall be shortened by one day for each day over said 14-day period that Delivery of Possession is delayed on account of said change orders by Tenant (but in no event shall such 75-day period be shortened by more than 45 days). Landlord's Work and/or Landlord's Completion Work shall not be commenced until after the Final Specifications for such work have been approved, shall be performed in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance compliance with the applicable budget approved by Lender Final Specifications (other than in accordance with the terms of this Loan Agreement. The insufficiency non-material areas, e.g. minor deviations in measurements that have no actual effect on Tenant's use or enjoyment of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (iiPremises) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for with only such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or subsequent modifications as may be necessary approved by Tenant, and shall be in compliance with all building codes and other applicable laws and regulations of governmental authorities or desirable for the completion boards of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property fire insurance underwriters or the rehabilitation like. Landlord shall keep the Premises and repair the Common Facilities free of such Property; and (vii) to do any and every act which the Borrowers might do liens as provided in their own behalf to fulfill the terms of this Loan AgreementSection 6.4. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers OWNER shall complete have access to all Work phases of the relocation work to be performed by LOCAL AGENCY, as described in a good and workmanlike manner as soon as practicable following Section I above, for the commencement thereof substantially purpose of inspection to ensure that the work is in accordance with the applicable budget specifications contained in the Highway Construction Contract; however, all questions regarding the work being performed will be directed to LOCAL AGENCY's Resident Engineer for their evaluation and final disposition. OWNER agrees to perform the herein descried work, excepting that work being performed by the LOCAL AGENCY’S highway contractor, with its own forces and to provide and furnish all necessary labor, materials, tools, and equipment required therefore, and to prosecute said work diligently to completion. The LOCAL AGENCY, in its sole discretion, shall conduct a joint final inspection of completed relocation work with OWNER. If WORK SCOPES A, B, AND C are not accepted by OWNER, the OWNER will notify the LOCAL AGENCY. If the OWNER approves and accepts the final relocation of WORK SCOPES A, B, AND C, the OWNER shall provide their acceptance and approval through OWNER’s Construction Administrator within ten (10) business days after the joint final inspection and OWNER shall not unreasonably withhold or delay its determination of WORK SCOPES A, B, AND C as satisfactory. If the WORK SCOPES are not accepted or approved within the allotted timeframe of ten (10) business days, work will be deemed approved by Lender OWNER. Use of personnel requiring lodging and meal “per diem” expenses will not be allowed without prior written authorization by LOCAL AGENCY’s representative. Requests for such authorization must be contained in OWNER’s estimate of actual and necessary relocation costs. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the California Department of Human Resources travel expense guidelines. Engineering services for preparation of plans, specifications, estimates, supervision, inspection, testing, attend meetings, review submittals, and project management are to be furnished by the OWNER and approved by the LOCAL AGENCY. Cost principles for determining the reasonableness and allowability of OWNER’s costs shall be determined in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner48 CFR, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction andChapter 1, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (orSubpart E, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the samePart 31; 23 CFR, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory workChapter 1, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such PropertyPart 645; and (vii) to do any 18 CFR, Chapter 1, Parts 101, 201 and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completedOMB Circular A-87, as applicable, free . LOCAL AGENCY shall provide final as-built set of plans to OWNER’s CAD standards and clear specifications with a new stamp by the Engineer of all mechanic's, materialman's or other liens (except for Record at completion of construction prior to and as a condition of acceptance by OWNER. LOCAL AGENCY shall provide OWNER with both a pdf and a CAD file of the Permitted Encumbrances)final as-built set of plans. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (ia) The Borrowers General Contractor selected to construct the Tenant Work shall complete be responsible to obtain all Work in a good and workmanlike manner as soon as practicable following required permits for the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentswork. (iib) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannerAfter Landlord's approval of the Construction Drawings, Lender shall have Tenant's selection (and Landlord's approval) of the option to withhold disbursement for such unsatisfactory work General Contractor, and so notify the Borrowers with reasonable detail regarding the basis for LenderTenant's dissatisfaction and, after the expiration receipt of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary all required permits for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Tenant Work, as Tenant shall promptly commence the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration construction of the notice specified above Tenant Work and perform, subject diligently pursue the same to the rights of tenants, any and all work and labor necessary to complete the applicable Substantial Completion. The Tenant Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced constructed under the Loan supervision and management of Landlord or a representative of Landlord as Landlord may designate in writing to Tenant ("Landlord's Representative"). It is expressly recognized that it is the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power intent of substitution Tenant to complete or undertake the applicable Work in the name commence occupancy of the Borrowers pursuant to Section 6.7(B)(ii) abovePremises on or before September 15, 2001. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers Landlord shall use commercially reasonable efforts to cause all contractors and subcontractors assist Tenant to cooperate with Lender or Lender's representatives or accomplish its move-in by that date, provided that Landlord shall not be required to incur any out of pocket expense in rendering such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)assistance. (vic) All Tenant shall cause the Tenant Work to be constructed and all materials, equipment, fixtures installed (i) in substantial accordance with the approved Construction Drawings and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementsthis Agreement, including, without limitation, Landlord's Construction Rules and Regulations attached to and made a part of this Agreement as Schedule 2, (ii) in a good and workmanlike manner, using new materials of good quality, and (iii) in accordance with all applicable building codesGovernmental Requirements, special use permitsincluding, environmental regulations without limitation, the Americans with Disabilities Act. Landlord shall have no liability for, and Tenant shall hold Landlord harmless from, any claims by Tenant or others related to any failure or alleged failure of the Tenant Work to comply with Governmental Requirements. All Tenant Work shall be constructed or installed by the General Contractor and any subcontractors approved by Landlord as set forth in Section 3.1. Landlord and Landlord's Representative shall have the right (but not the obligation) from time to time to inspect the Tenant Work as they progress and to advise Tenant of any variances noted from the requirements of insurance underwritersthe Lease, this Agreement or Landlord's Construction Rules and Regulations. All such variances shall be promptly corrected by Tenant. Any supervision, management, or inspection of the Tenant Work by Landlord or Landlord's Representative are for the sole benefit of Landlord. Landlord's supervision, management, and inspection of the Tenant Work shall in no event be deemed to constitute any representation or warranty by Landlord as to the quality, adequacy, or utility of the Tenant Work , the fitness of the Tenant Work for any particular purpose, or the compliance of the Tenant Work with the Construction Drawings, this Agreement, or applicable Governmental Requirements.

Performance of Work. (ia) The Borrowers shall complete all perform the Work in a good and workmanlike manner and shall with respect to the Repairs set forth in Exhibit C, complete such Repairs as soon as practicable following thereafter and in no event later than the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. date shown on Exhibit C. The insufficiency Repairs identified on Exhibit C as ADA Repairs shall be completed within sixty (60) days of the balance in date hereof; as immediate Repairs shall be completed within ninety (90) days of the applicable Work Reserve shall not relieve date hereof; as short-term Repairs within twelve (12) months of the Borrowers from their obligations to perform date hereof; and complete as long-term repairs within eighteen (18) months of the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentsdate hereof. (iib) Borrowers shall perform the Work in a good and workmanlike manner on a lien free basis and in conformance with all governmental requirements and all applicable laws, ordinances, rules and regulations. (c) Lender shall have the right to approve all drawings, plans and specifications, contracts and work orders with materialmen, mechanics, suppliers, subcontractors, contractors and other parties providing labor or materials in respect of any Work the cost of which exceeds One Hundred Thousand Dollars ($100,000.00), which approval shall not be unreasonably withheld or delayed. At Lender's request, Borrowers shall conditionally assign any such drawings, plans and specifications, contracts and subcontracts to Lender. (d) If Lender reasonably determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed when required, in a workmanlike manner, Lender shall have may: (i) exercise supervisory control over the option vendors engaged in such Work and prosecute to withhold disbursement for such unsatisfactory work and so notify completion the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five existing contract; or (45ii) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with one or more third parties to complete such WorkWork and apply all or any portion of the balance of the Repair Escrow Account, if any, or Replacement Reserve Account, as applicable (the case may be, Replacement Reserve Account and apply amounts contained Reserve Escrow being referred to in this Section as the applicable Work Reserve "Applicable Reserve") toward the labor amount payable in respect of labor, materials and materials other incidental and administrative expenses necessary or desirable to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereundersuch Work. (iiie) In order to facilitate Lender's supervision of completion or making of any Work pursuant to Section 6.7(B)(ii) aboveunder this Section, the Borrowers grant if appropriate, Lender shall have the right to enter onto each Property during normal business hours after the expiration of the notice specified above and performProperties, subject to the rights of tenants, perform any and all work and labor and do or undertake all such other acts and things, by itself or through its agents, employees or third-party contractors, as Lender may deem necessary or desirable to complete the applicable such Work and/or and to employ or engage watchmen to protect the Property Properties from damage. All sums so expended by Lender in connection with any of the foregoing shall be deemed to have been advanced under the Loan to Borrowers and added to the Borrowers principal balance of the Loans, and shall be secured by the applicable MortgageMortgages. For this purpose, the Borrowers constitute each Borrower hereby constitutes and appoint appoints Lender their its true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such such Borrower's name, such power of attorney shall be deemed to be a power being coupled with an interest and cannot be revokedirrevocable. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said Each Borrower empowers Lender as such attorney-in-fact as follows: : (i) to use all or any funds in portion of the applicable Work Repair Escrow Account or Replacement Reserve Account, as applicable, for the purpose of making or completing any the Work; ; (ii) to make such additions, changes and corrections to any the Work as Lender shall be reasonably deem necessary or desirable appropriate to complete the same; Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; ; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in such Borrower's name to the name extent required in connection with any contract or subcontract; (v) to pay, settle or compromise bills and claims which may become liens against the Properties, or as Lender shall reasonably deem necessary or appropriate for the completion of the Borrowers which may be required by any Work, or for clearance of title to the contract documents; Properties; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property the Properties or the rehabilitation and repair of such Propertythe Properties; and and (vii) to do any and every act which the Borrowers such Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (ivf) Each Borrower hereby assigns and quitclaims to Lender all of its right, title and interest in and to the Repair Escrow Account (subject to Lender's obligation to return to such Borrower any funds remaining in the Repair Escrow Account not required to be utilized for the Repairs) and Replacement Reserve Account (subject to Lender's obligation to return to such Borrower any funds remaining in the Replacement Escrow Account not required to be utilized for the Replacements), such assignment to become effective only in case of such Borrower's default hereunder or under the Loan Documents. (g) Nothing in this Section shall: : (i) create or impose on Lender any responsibility to make Lender responsible for making or completing complete any Work; ; (ii) require Lender to expend funds in addition to other than the amounts on deposit in Repair Escrow Account or the applicable Work Replacement Reserve Account, as applicable, to make or complete any Work; or (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers any Borrower any additional sums to make or complete any Work. (h) Except as otherwise provided in this Agreement, the Repair Escrow Account shall be used exclusively in respect of the Repairs, and the Replacement Reserve shall be used exclusively in respect of the Replacements. (i) Lender shall, upon written request from a Borrower (the "Request for Release"), with requests for disbursement of any Loan proceeds, and Lender's determination that such Borrower has satisfied the requirements set forth herein, release amounts from the Applicable Reserve necessary to reimburse such Borrower for or to pay directly approved sums, supported by appropriate documentation, in respect of Work upon completion or, if made in accordance with subsection (d) of this Section, pursuant to a written contract, partial completion of a Repair or Replacement, as applicable. In no event shall Lender be obligated to release any portion of an Applicable Reserve if an Event of Default or Incipient Default exists under any of the Loan Documents, or until such Borrower paid in full any fees, costs and expenses then due and payable under this Agreement. (j) Each Request for Release shall indicate: (i) the amount and payee of each separate check to be issued (provided, however, that to the extent a Borrower is to be reimbursed, one check to such Borrower, in the aggregate reimbursable amount, will be issued); (ii) the specific Work in respect of which the release is requested; (iii) the quantity and price for each item purchased, if the Work include the purchase or replacement of specific items; (iv) the price of all materials (grouped by type or category) used in connection with any Repairs or Replacements, but not including the purchase or replacement of specific items; and (v) The the amount payable in respect of all labor and other services involved in the Work for which such Request for Release is made. With each Request for Release such Borrower also shall provide Lender with copies of invoices for all items and materials purchased, and all labor or services provided. (k) Except as provided in subsection (1) of this Section, a Request for Release shall be made only after completion of the Work for which payment is sought. Borrowers shall provide Lender with evidence of such completion reasonably satisfactory to Lender. In connection with any Work involving construction or any structural repair or improvement, Lender may require one or more inspections by Lender's agent or representative and/or certificates of completion by an appropriate independent qualified professional (such as an architect, engineer, or inspector, depending on the nature of the Work) selected by Lender at its sole discretion. In the case of any inspection that Lender may require under this subsection, Borrowers shall pay Lender an inspection fee in accordance with subsection (q) of this Section. In the case of any certificates of completion that Lender may require under this subsection, the costs thereof shall be borne solely by Borrowers. (l) If: (i) the contractor or contractors performing such Work under a written contract requires periodic payments or the nature of the Work is such that a deposit payment is required to be paid to the contractor or payee prior to delivery of goods or completion of services, and (ii) Lender has given its prior written approval of such periodic payment arrangements or advance deposit payment arrangements or advance deposit payment, then a Request for Release may be made after completion of a discrete and severable portion of such Work in accordance with such contract or, if with respect to deposit sums, prior to the commencement of such Work, but after contracting for said Work; provided, however, that any materials for which thee Request for Release is made shall be on site at the applicable Property and shall have been properly secured or installed in such Property; and provided further, however, that funds remain in the Applicable Reserve which will, in Lender's judgment, be sufficient to complete the Work being performed under such contract. (m) Requests for Releases shall be made no more frequently than once in any calendar month and shall not be in an amount of less than $25,000.00. (n) Subject to the requirements and conditions set forth in this Agreement: (i) with respect to any Request for Release received by Lender on or prior to the tenth (10th) day of a calendar month, funds shall be disbursed from the Applicable Reserve on the twentieth (20th) day of that month; and (ii) with respect to any Request for Release received by Lender after the tenth (10th) day of a calendar month, funds will be disbursed from the Applicable Reserve on the twentieth (20th) day of the next succeeding month. Notwithstanding the foregoing, if a disbursement from the Applicable Reserve is to be made and the twentieth (20th) day of the applicable month is not a Business Day, then such disbursement shall be made on the next succeeding Business Day. (o) Together with each Request for Release, Borrowers shall submit to Lender a written statement of the proposed uses of the requested funds. Lender shall release the requested funds from the Applicable Reserve if Lender determines in its sole discretion that: (i) the Work for which the release is sought are Repairs or Replacements; (ii) amounts payable in respect of such Work are reasonable; and (iii) all other conditions to a release under this Agreement have been met. (p) Borrowers shall permit Lender and or Lender's agents and representatives (including, without limitation, Lender's including an independent engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property the Properties during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all any materials being used in connection therewith, and to examine all plans and shop and/or drawings relating thereto to such Work which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii)the Properties. The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or any such other persons described above in connection with when making the inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)Section. (viq) All Lender may inspect the Properties in connection with any Work prior to releasing funds from the Applicable Reserve. Borrowers shall reimburse Lender for all of its out-of-pocket expenses in connection with any such inspection (including, without limitation, travel expenses) and shall pay Lender a reasonable inspection fee for each such inspection not to exceed $500.00. (r) Each Borrower covenants and agrees that all of the Work and all materials, equipment, fixtures and any other item items comprising a part thereof of the Work shall be constructed, installed or completed, as applicable, free and clear of all any mechanic's, materialman's or other liens (except for the Permitted Encumbrances)as nay be approved in advance in writing by Lender. (viis) Lender may require Borrowers to obtain from any contractor, subcontractor or materialman an acknowledgment of payment and release of lien effective to the date covered by the last advance of funds from the Applicable Reserve. Any such acknowledgment and release shall conform to the requirements of applicable lien laws and shall cover all work performed and materials (including equipment and fixtures) furnished for the Properties to such date. (t) All Work shall comply with applicable insurance requirements, and with all applicable legal requirements laws, ordinances, rules and regulations of all Governmental Authorities governmental authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations regulations, and requirements of insurance underwriters. (u) In addition to any insurance required under this Agreement, in connection with any Work being performed by any Borrower or its employees, such Borrower shall provide or cause to be provided worker's compensation insurance (or a substitute insurance approved by the laws of the state in which any Property is located), builder's risk (to the extent applicable) and public liability insurance and other insurance required under applicable law. All such policies and insurance shall be in such form and coverage amounts satisfactory to Lender, in its sole discretion. All such policies shall be endorsed, if possible, with standard mortgagee clauses making loss payable to Lender or its assigns and requiring thirty (30) days notice to Lender prior to any amendment or termination of coverage. Copies of all such policies shall be delivered to Lender. In connection with any Work being performed by third-party contractors, Borrowers shall require that such contractors and their employees are appropriately covered by adequate worker's compensation, builder's risk and public liability insurance. (v) Lender's release of funds from the Repair Escrow Account or other acknowledgment of completion of any Repair in a manner satisfactory to Lender shall not be deemed an acknowledgment that such Repair has been completed in accordance with applicable building, zoning or other codes, ordinances, statutes, laws, regulations or requirements of any governmental agency.

Performance of Work. (i) The Borrowers All Alterations shall complete all Work be made at Tenant’s sole expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time reasonably designate, and shall become the property of Landlord without its obligation to pay therefor at the expiration or earlier termination of this Lease. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to first-class (Class A) office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the applicable budget Premises may be removed unless the same are promptly replaced with interior improvements of the same or better quality. Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises and, as to any proposed Alterations costing in excess of $100,000.00, to require Tenant to secure, at Tenant’s sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant or Tenant’s general contractor carries “Builder’s All Risk” insurance in an amount approved by Lender the Landlord covering the construction of such Alterations, and such other insurance as the Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 14(a) of this Lease immediately upon completion thereof. Tenant shall give Landlord ten (10) days written notice prior to the commencement of any Alterations and shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in accordance and be surrendered with the terms Premises as a part thereof at the expiration or earlier termination of this Loan AgreementLease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon the expiration or earlier termination of this Lease, provided that Landlord shall not be permitted to require removal of any Alterations which, at the time of Landlord’s approval of such Alterations, Landlord agreed would not be subject to such requirement for removal (and Landlord hereby agrees to notify Tenant promptly following request therefor from Tenant, whether any such proposed Alterations shall be subject to such requirement for removal). The insufficiency Further, Tenant shall not be required to remove any of the balance initial Tenant Improvements constructed in the applicable Work Reserve Premises pursuant to Exhibit F. In such event, all expenses to restore said space to normal building standards shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) be borne by Tenant. If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary Tenant fails to complete the same, without providing removal and/or to repair any additional prior notice to damage caused by the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making removal of any Work pursuant Alterations which are required to Section 6.7(B)(ii) be removed as provided above, Landlord may do so and may charge the Borrowers grant Lender the right cost thereof to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (ia) The Borrowers shall complete all perform the Work in a good and workmanlike manner and shall with respect to the Repairs set forth in Exhibit C, complete such Repairs as soon as practicable following thereafter and in no event later than the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. date shown on Exhibit C. The insufficiency Repairs identified on Exhibit C as ADA Repairs shall be completed within sixty (60) days of the balance in date hereof; as immediate Repairs shall be completed within ninety (90) days of the applicable Work Reserve shall not relieve date hereof; as short-term Repairs within twelve (12) months of the Borrowers from their obligations to perform date hereof; and complete as long-term repairs within eighteen (18) months of the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentsdate hereof. (iib) Borrowers shall perform the Work in a good and workmanlike manner on a lien free basis and in conformance with all governmental requirements and all applicable laws, ordinances, rules and regulations. (c) Lender shall have the right to approve all drawings, plans and specifications, contracts and work orders with materialmen, mechanics, suppliers, subcontractors, contractors and other parties providing labor or materials in respect of any Work the cost of which exceeds One Hundred Thousand Dollars ($100,000.00), which approval shall not be unreasonably withheld or delayed. At Lender's request, Borrowers shall conditionally assign any such drawings, plans and specifications, contracts and subcontracts to Lender. (d) If Lender reasonably determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed when required, in a workmanlike manner, Lender shall have may: (i) exercise supervisory control over the option vendors engaged in such Work and prosecute to withhold disbursement for such unsatisfactory work and so notify completion the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five existing contract; or (45ii) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with one or more third parties to complete such WorkWork and apply all or any portion of the balance of the Repair Escrow Account, if any, or Replacement Reserve Account, as applicable (the case may be, Replacement Reserve Account and apply amounts contained Reserve Escrow being referred to in this Section as the applicable Work Reserve "Applicable Reserve") toward the labor amount payable in respect of labor, materials and materials other incidental and administrative expenses necessary or desirable to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereundersuch Work. (iiie) In order to facilitate Lender's supervision of completion or making of any Work pursuant to Section 6.7(B)(ii) aboveunder this Section, the Borrowers grant if appropriate, Lender shall have the right to enter onto each Property during normal business hours after the expiration of the notice specified above and performProperties, subject to the rights of tenants, perform any and all work and labor and do or undertake all such other acts and things, by itself or through its agents, employees or third-party contractors, as Lender may deem necessary or desirable to complete the applicable such Work and/or and to employ or engage watchmen to protect the Property Properties from damage. All sums so expended by Lender in connection with any of the foregoing shall be deemed to have been advanced under the Loan to Borrowers and added to the Borrowers principal balance of the Loans, and shall be secured by the applicable MortgageMortgages. For this purpose, the Borrowers constitute each Borrower hereby constitutes and appoint appoints Lender their its true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such such Borrower's name, such power of attorney shall be deemed to be a power being coupled with an interest and cannot be revokedirrevocable. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said Each Borrower empowers Lender as such attorney-in-fact as follows: : (i) to use all or any funds in portion of the applicable Work Repair Escrow Account or Replacement Reserve Account, as applicable, for the purpose of making or completing any the Work; ; (ii) to make such additions, changes and corrections to any the Work as Lender shall be reasonably deem necessary or desirable appropriate to complete the same; Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; ; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in such Borrower's name to the name extent required in connection with any contract or subcontract; (v) to pay, settle or compromise bills and claims which may become liens against the Properties, or as Lender shall reasonably deem necessary or appropriate for the completion of the Borrowers which may be required by any Work, or for clearance of title to the contract documents; Properties; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property the Properties or the rehabilitation and repair of such Propertythe Properties; and and (vii) to do any and every act which the Borrowers such Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (ivf) Each Borrower hereby assigns and quitclaims to Lender all of its right, title and interest in and to the Repair Escrow Account (subject to Lender's obligation to return to such Borrower any funds remaining in the Repair Escrow Account not required to be utilized for the Repairs) and Replacement Reserve Account (subject to Lender's obligation to return to such Borrower any funds remaining in the Replacement Escrow Account not required to be utilized for the Replacements), such assignment to become effective only in case of such Borrower's default hereunder or under the Loan Documents. (g) Nothing in this Section shall: : (i) create or impose on Lender any responsibility to make Lender responsible for making or completing complete any Work; ; (ii) require Lender to expend funds in addition to other than the amounts on deposit in Repair Escrow Account or the applicable Work Replacement Reserve Account, as applicable, to make or complete any Work; or (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers any Borrower any additional sums to make or complete any Work. (h) Except as otherwise provided in this Agreement, the Repair Escrow Account shall be used exclusively in respect of the Repairs, and the Replacement Reserve shall be used exclusively in respect of the Replacements. (i) Lender shall, upon written request from a Borrower (the "Request for Release"), with requests for disbursement of any Loan proceeds, and Lender's determination that such Borrower has satisfied the requirements set forth herein, release amounts from the Applicable Reserve necessary to reimburse such Borrower for or to pay directly approved sums, supported by appropriate documentation, in respect of Work upon completion or, if made in accordance with subsection (d) of this Section, pursuant to a written contract, partial completion of a Repair or Replacement, as applicable. In no event shall Lender be obligated to release any portion of an Applicable Reserve if an Event of Default or Incipient Default exists under any of the Loan Documents, or until such Borrower paid in full any fees, costs and expenses then due and payable under this Agreement. (j) Each Request for Release shall indicate: (i) the amount and payee of each separate check to be issued (provided, however, that to the extent a Borrower is to be reimbursed, one check to such Borrower, in the aggregate reimbursable amount, will be issued); (ii) the specific Work in respect of which the release is requested; (iii) the quantity and price for each item purchased, if the Work include the purchase or replacement of specific items; (iv) the price of all materials (grouped by type or category) used in connection with any Repairs or Replacements, but not including the purchase or replacement of specific items; and (v) The the amount payable in respect of all labor and other services involved in the Work for which such Request for Release is made. With each Request for Release such Borrower also shall provide Lender with copies of invoices for all items and materials purchased, and all labor or services provided. (k) Except as provided in subsection (1) of this Section, a Request for Release shall be made only after completion of the Work for which payment is sought. Borrowers shall provide Lender with evidence of such completion reasonably satisfactory to Lender. In connection with any Work involving construction or any structural repair or improvement, Lender may require one or more inspections by Lender's agent or representative and/or certificates of completion by an appropriate independent qualified professional (such as an architect, engineer, or inspector, depending on the nature of the Work) selected by Lender at its sole discretion. In the case of any inspection that Lender may require under this subsection, Borrowers shall pay Lender an inspection fee in accordance with subsection (q) of this Section. In the case of any certificates of completion that Lender may require under this subsection, the costs thereof shall be borne solely by Borrowers. (l) If: (i) the contractor or contractors performing such Work under a written contract requires periodic payments or the nature of the Work is such that a deposit payment is required to be paid to the contractor or payee prior to delivery of goods or completion of services, and (ii) Lender has given its prior written approval of such periodic payment arrangements or advance deposit payment arrangements or advance deposit payment, then a Request for Release may be made after completion of a discrete and severable portion of such Work in accordance with such contract or, if with respect to deposit sums, prior to the commencement of such Work, but after contracting for said Work; provided, however, that any materials for which the Request for Release is made shall be on site at the applicable Property and shall have been properly secured or installed in such Property; and provided further, however, that funds remain in the Applicable Reserve which will, in Lender's judgment, be sufficient to complete the Work being performed under such contract. (m) Requests for Releases shall be made no more frequently than once in any calendar month and shall not be in an amount of less than $25,000.00. (n) Subject to the requirements and conditions set forth in this Agreement: (i) with respect to any Request for Release received by Lender on or prior to the tenth (10th) day of a calendar month, funds shall be disbursed from the Applicable Reserve on the twentieth (20th) day of that month; and (ii) with respect to any Request for Release received by Lender after the tenth (10th) day of a calendar month, funds will be disbursed from the Applicable Reserve on the twentieth (20th) day of the next succeeding month. Notwithstanding the foregoing, if a disbursement from the Applicable Reserve is to be made and the twentieth (20th) day of the applicable month is not a Business Day, then such disbursement shall be made on the next succeeding Business Day. (o) Together with each Request for Release, Borrowers shall submit to Lender a written statement of the proposed uses of the requested funds. Lender shall release the requested funds from the Applicable Reserve if Lender determines in its sole discretion that: (i) the Work for which the release is sought are Repairs or Replacements; (ii) amounts payable in respect of such Work are reasonable; and (iii) all other conditions to a release under this Agreement have been met. (p) Borrowers shall permit Lender and or Lender's agents and representatives (including, without limitation, Lender's including an independent engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property the Properties during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all any materials being used in connection therewith, and to examine all plans and shop and/or drawings relating thereto to such Work which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii)the Properties. The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or any such other persons described above in connection with when making the inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)Section. (viq) All Lender may inspect the Properties in connection with any Work prior to releasing funds from the Applicable Reserve. Borrowers shall reimburse Lender for all of its out-of-pocket expenses in connection with any such inspection (including, without limitation, travel expenses) and shall pay Lender a reasonable inspection fee for each such inspection not to exceed $500.00. (r) Each Borrower covenants and agrees that all of the Work and all materials, equipment, fixtures and any other item items comprising a part thereof of the Work shall be constructed, installed or completed, as applicable, free and clear of all any mechanic's, materialman's or other liens (except for the Permitted Encumbrances)as may be approved in advance in writing by Lender. (viis) Lender may require Borrowers to obtain from any contractor, subcontractor or materialman an acknowledgment of payment and release of lien effective to the date covered by the last advance of funds from the Applicable Reserve. Any such acknowledgment and release shall conform to the requirements of applicable lien laws and shall cover all work performed and materials (including equipment and fixtures) furnished for the Properties to such date. (t) All Work shall comply with applicable insurance requirements, and with all applicable legal requirements laws, ordinances, rules and regulations of all Governmental Authorities governmental authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations regulations, and requirements of insurance underwriters. (u) In addition to any insurance required under this Agreement, in connection with any Work being performed by any Borrower or its employees, such Borrower shall provide or cause to be provided worker's compensation insurance (or a substitute insurance approved by the laws of the state in which any Property is located), builder's risk (to the extent applicable) and public liability insurance and other insurance required under applicable law. All such policies and insurance shall be in such form and coverage amounts satisfactory to Lender, in its sole discretion. All such policies shall be endorsed, if possible, with standard mortgagee clauses 44 making loss payable to Lender or its assigns and requiring thirty (30) days notice to Lender prior to any amendment or termination of coverage. Copies of all such policies shall be delivered to Lender. In connection with any Work being performed by third-party contractors, Borrowers shall require that such contractors and their employees are appropriately covered by adequate worker's compensation, builder's risk and public liability insurance. (v) Lender's release of funds from the Repair Escrow Account or other acknowledgment of completion of any Repair in a manner satisfactory to Lender shall not be deemed an acknowledgment that such Repair has been completed in accordance with applicable building, zoning or other codes, ordinances, statutes, laws, regulations or requirements of any governmental agency.

Performance of Work. All work performed by Tenant's Contractor ------------------- shall conform to the Approved Working Drawings, shall comply with all Applicable Laws (iincluding building codes) The Borrowers and all applicable standards of the American Insurance Association and the National Electrical Code and all building material manufacturer's specifications, shall complete comply with all Work rules and regulations from time to time adopted by Landlord to govern construction in or about the Building, including the Tenant Construction Rules and Regulations attached hereto as Schedule 1, and shall be performed in a good and workmanlike professional manner and so as soon as practicable following the commencement thereof substantially in accordance not to interfere with the applicable budget approved by Lender in accordance with the terms occupancy of this Loan Agreement. The insufficiency any other tenant of the balance in Building, the applicable Work Reserve shall not relieve performance of any other work within the Borrowers from their obligations to perform Building, or with Landlord's maintenance or operation of the Building. At all times during construction of the Tenant Improvements, Landlord and complete the related Work as herein provided or to fulfill all other preservation Landlord's employees and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender agents shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration Expansion Space to inspect the Tenant Improvement Work, and to require the correction of any faulty work or any material deviation from the Approved Working Drawings. Tenant shall not close-up any Tenant Improvement Work affecting the life safety, telecommunications, heating, ventilation and air conditioning, plumbing, electrical or other building systems in the Expansion Space until the same have been inspected and approved by Landlord's agents. Tenant shall keep Landlord apprised of the notice specified above progress of the Tenant Improvement Work and performcoordinate the scheduling of Landlord's inspections, subject so that Landlord's inspections shall not materially interfere with the performance of the Tenant Improvement Work. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the rights of tenantsadequacy thereof for any purpose or the conformance thereof with any Applicable Laws, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Tenant shall be deemed to have been advanced under the Loan to the Borrowers fully responsible and secured by the applicable Mortgageliable therefor. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in In addition to the amounts on deposit Construction Administration Costs under Section 4.3 below, Tenant shall reimburse Landlord for the cost of any repairs, corrections or restoration which must be made, in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and LenderLandlord's agents and representatives (includinggood faith judgment, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of Expansion Space or any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion portion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materialsBuilding, equipment, fixtures and if caused by Tenant's Contractor or any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialmanTenant's or other liens (except for the Permitted Encumbrances)Agents. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall Landlord agrees to use best efforts to complete all Landlord's Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms schedule of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work certain dates attached hereto as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementsExhibit B-3, including, without limitation, applicable building codesthe dates of (i) delivery to Tenant of Tenant's Plans and portions thereof, special (ii) approval by Tenant of Tenant's Plans and portions thereof, (iii) commencement of construction, (iv) anticipated date of Substantial Completion of Landlord's Work and delivery to Tenant. The actual date of Substantial Completion of the Premises is defined as a "Rent Commencement Date". If Tenant (i) fails or omits to supply additional information relating to Landlord's Work which may be requested after Xxxxxx's authorization to Landlord to proceed with construction, or materially interferes with the performance of Landlord's Work in the exercise of its rights pursuant to Paragraph F hereof, and any of the foregoing failures continues for three (3) business days after written notice from Landlord to Tenant, or (E) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Landlord's Work and Landlord gives Tenant written notice of such delay ( (i) and (ii) collectively, "Tenant Delays"), then the Rent Commencement Date shall be deemed to have occurred as of the date the Premises would have been Substantially Completed in accordance with Paragraphs A & B hereof, but for such Tenant Delays the Premises are not, in fact, ready for Tenant's occupancy. Xxxxxxxx agrees to use permitsreasonable efforts to accelerate construction or reschedule certain portions of the Landlord's Work to make up for lost time due to any delays, environmental regulations provided that Landlord shall not be required to incur additional costs as a result thereof and requirements any overtime costs incurred by Landlord as a result of insurance underwritersaccelerating construction due to Tenant Delays shall be Tenant change orders. If Landlord does not Substantially Complete Landlord's Work to the Premises in accordance with Paragraphs A and B hereof by the Required Delivery Date (as same may have been adjusted as a result of Tenant Delays) then from the Required Delivery Date (as same may have been adjusted as a result of Tenant Delays) until the date of which Landlord's Work is Substantially Complete, Tenant shall not be obligated to pay Base Rent, but such obligation shall commence on the date of which Landlord's Work is Substantially Complete. If Landlord does not Substantially Complete the Premises in accordance with Paragraphs A and B hereof on or before the Required Delivery Date (as same may have been adjusted as a result of Tenant Delays) (the "Penalty Date"), then from the Penalty Date until the date on which Landlord's Work is Substantially Complete, Tenant shall be entitled to a credit towards the Base Rent under this Lease in the amount of two days of Base Rent for each day from the Penalty Date until the date on which Landlord's Work is Substantially Complete.

Performance of Work. (ia) The Borrowers Following Building Shell Completion, Tenant shall complete all Work in a good and workmanlike manner as soon as practicable following be permitted to enter the commencement thereof substantially in accordance with Premises for the applicable budget approved by Lender in accordance with sole purpose of constructing the terms of this Loan Agreement. The insufficiency Initial Improvements, provided that Tenant's occupancy of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender Premises prior to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably Commencement Date shall be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above terms, covenants and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name conditions of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives Lease (including, without limitation, LenderTenant's engineer, architect or inspector) or third parties performing obligations under Section 11 (regarding Tenant's indemnity obligations). Notwithstanding any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject provision of the Lease to the rights of tenants under their Leases) contrary, Tenant shall pay for all utility and other costs incurred by Landlord to inspect the progress of extent they relate to Tenant's work prior to the Commencement Date. Further, if Tenant occupies any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion part of the Work pursuant Premises prior to this Section 6.7(Bthe Commencement Date for purposes of doing business (as opposed to constructing the Initial Improvements), then Tenant shall pay all Base Rent and Tenant's Proportionate Share of Operating Expenses and Real Property Taxes at the rate for the first Lease Year prorated for any partial month. (vib) All Work and Without limiting the provisions of Section 4.4(a) above, all materialswork performed by Tenant's Contractor shall strictly conform to the Approved Working Drawings, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable Laws (including building codes) and all applicable standards of the American Insurance Association and the National Electrical Code and all building material manufacturer's specifications, special use permitsshall comply with all reasonable non-arbitrary rules and regulations from time to time adopted by Landlord to govern construction in or about the Building, environmental regulations and requirements shall be performed in a good and professional manner and so as not to interfere with the performance of insurance underwritersany other work within the Building, or with Landlord's maintenance or operation of the Building. At all times during construction of the Initial Improvements, Landlord and Landlord's employees and agents shall have the right to enter the Premises to perform Landlord's Work, inspect the Tenant Improvement Work, and to require the correction of any faulty work or any material deviation from the Approved Working Drawings by written notice to Tenant. Tenant shall deliver notice to Landlord at least two (2) business days prior to Tenant's closing-up of any Tenant Improvement Work affecting the life safety, telecommunications, heating, ventilation and air conditioning, plumbing, electrical or other building systems in the Premises, in order to give Landlord or Landlord's agents an opportunity to inspect and approve the same. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any applicable Laws, and Tenant shall be fully responsible and liable therefor. Tenant shall reimburse Landlord for the cost of any repairs, corrections or restoration which must be made, in Landlord's good faith judgment, to the Premises or any other portion of the Building, if caused by Tenant's Contractor or any other of Tenant's Agents.

Performance of Work. Landlord agrees to use commercially reasonable efforts to substantially complete Landlord's Work on or before June 1, 1998 (the "Anticipated Completion Date"). If Tenant (i) The Borrowers shall complete all Work fails or omits to supply additional information which may be requested, or fails to approve requests for change orders or in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance giving authorizations or materially interferes with the applicable budget approved by Lender performance of Landlord's Work for any Phase in the exercise of its rights pursuant to Paragraph G hereof, or (ii) changes the scope of Landlord's Work for any Phase or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Landlord's Work for any Phase and Landlord gives Tenant written notice of such delay ((i) and (ii) collectively, "TENANT DELAYS"), then the Rent Commencement Date shall be deemed to have occurred as of the date the Rent Commencement Date would have occurred in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannerhereof, Lender shall have the option to withhold disbursement but for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis Tenant Delays, even if Premises are not, in fact, actually ready for LenderTenant's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damageoccupancy. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) Landlord agrees to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender accelerate construction or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion reschedule certain portions of the Landlord's Work pursuant to this Section 6.7(B). (vi) All Work and all materialsmake up for lost time due to any delays, equipment, fixtures provided that Landlord shall not be required to incur additional costs as a result thereof and any other item comprising overtime costs incurred by Landlord as a part thereof result of accelerating construction due to Tenant Delays shall be constructed, installed or completed, Tenant change orders. Attached hereto as applicable, free and clear Exhibit B-3 is a schedule of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementscertain dates, including, without limitation, applicable building codesthe dates of (i) delivery to Tenant of the Plans and portions thereof, special use permits(ii) approval by Tenant of the Plans and portions thereof, environmental regulations (iii) commencement of construction, (iv) anticipated dates of Substantial Completion of Landlord's Work and requirements delivery to Tenant. Landlord agrees to give Tenant notice of insurance underwritersany anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the estimated net increase in time and cost which would result from the change. Tenant shall have the right to withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be responsible for any increase in time and cost which results from the request for such change.

Performance of Work. Once the Plans have been approved or deemed approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform Tenant’s Work as set forth on the Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work (i) The Borrowers Landlord hereby agreeing to cooperate with Tenant in obtaining such permits and approvals as reasonably necessary, provided that Tenant shall complete all reimburse Landlord, as Additional Rent, for any costs and expenses incurred by Landlord in connection with the same). All of Tenant’s Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially shall be performed strictly in accordance with the applicable budget approved by Lender Plans and in accordance with the terms of this Loan Agreement. The insufficiency applicable Legal Requirements (as defined in Section 1.3 hereof) and Insurance Requirements (as defined in Section 9.1 of the balance in Lease). Tenant shall have Tenant’s Work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as required by Section 13.14 of the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender Lease. Landlord shall have the option right to withhold disbursement for provide such unsatisfactory work reasonable rules and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender regulations relative to the Borrowers performance of Tenant’s Work and Tenant shall abide by all such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible reasonable rules and regulations and shall cause all of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced its contractors to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (abide including, without limitation, Lender's engineer, architect payment for the costs of using Building services. It shall be Tenant’s obligation to obtain a certificate of occupancy or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject other like governmental approval for the use and occupancy of the Premises to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Propertyextent required by law, and Tenant shall not occupy the Premises for the conduct of business until and unless it has obtained such approval and has submitted to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion Landlord a copy of the same together with waivers of lien from all of Tenant’s contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after Tenant’s Work pursuant is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, Premises including, without limitation, applicable building codesany wiring or cabling installed by Tenant or Tenant’s contractor for Tenant’s computer, special use permitstelephone and other communication systems. Within thirty (30) days after receipt of an invoice from Landlord, environmental regulations Tenant shall pay to Landlord, as Additional Rent, an amount equal to all reasonable third party expenses incurred by Landlord to review Tenant’s Plans and requirements of insurance underwritersTenant’s Work.

Performance of Work. Except for demolition work (which may be performed prior to the Landlord's Work in the Server and Electrical Room), Xxxxxxxx agrees to commence construction of Landlord's Work in the Server and Electrical Room prior to commencing construction on other Landlord's Work. Xxxxxxxx agrees to use commercially reasonable efforts to substantially complete the Landlord's Work in the Server and Electrical Room on or before October 15, 2008 and to substantially complete the remaining Landlord's Work on or before January 1, 2009 (the "Anticipated Completion Date"). If Tenant (i) The Borrowers shall complete all fails or omits to supply additional information which may be requested, or fails to approve requests for change orders or in giving authorizations or materially interferes with the performance of Landlord's Work in a good the exercise of its rights pursuant to Paragraph G hereof, or (ii) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Xxxxxxxx's Work and workmanlike manner Landlord gives Tenant written notice of such delay, or (iii) fails to deliver this Lease, executed by Xxxxxx, with final plans for Landlord's Work attached, to Landlord by July 15, 2008 ((i), (ii) and (iii) collectively, "Tenant Delays"), then the Rent Commencement Date shall be deemed to have occurred as soon as practicable following of the commencement thereof substantially in accordance with date the applicable budget approved by Lender Rent Commencement Date would have occurred in accordance with the terms of this Loan Agreementhereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Xxxxxx's occupancy. The insufficiency Xxxxxxxx agrees to use reasonable efforts to accelerate construction or reschedule certain portions of the balance in the applicable Landlord's Work Reserve to make up for lost time due to any delays, provided that Landlord shall not relieve be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be Tenant change orders. Xxxxxxxx agrees to give Tenant notice of any anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the Borrowers estimated net increase in time and cost which would result from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender change. Tenant shall have the option right to withhold disbursement withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be responsible for any increase in time and cost which results from the request for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderchange. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers Borrower with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers Borrower of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers Borrower shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Borrower in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may may, subject to Mortgage Lender's rights under the Mortgage Loan Documents, proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve then held by or on behalf of Lender toward the labor and materials necessary to complete the same, without providing any additional prior notice to the BorrowersBorrower, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve then held by or on behalf of Lender for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers All Alterations shall complete all Work be made at Tenant’s sole expense and by contractors or mechanics reasonably acceptable to Landlord. All Alterations shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without any obligation to pay therefor at the expiration or earlier termination of this Lease. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance a manner, customary for general office use and other uses common to first-class (Class A) office buildings in the applicable Work Reserve vicinity. Alterations shall not relieve the Borrowers from their obligations be diligently prosecuted to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender completion to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided end that the Borrowers Premises shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to be at all times a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and unit except during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be period necessarily required for such purposes; (iv) work. If any Alteration requires that any improvement or modification be made to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name areas outside of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives Premises (including, without limitation, Lender's engineerthe Building Structure or Building Systems outside of the Premises) which would not otherwise be required to be made at that time (even if such improvement or modification would have been required to be made at some later time), architect then Tenant shall reimburse Landlord for the cost of such improvement or inspector) modification. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the Premises may be removed unless the same are promptly replaced with interior improvements of the same or third parties performing better quality. Landlord hereby reserves the right to require any Work contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises and to require Tenant to secure, at Tenant’s sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 19(a) of this Section 6.7 Lease immediately upon completion thereof. Prior to the performance of any Alterations, Tenant shall allow Landlord to enter onto the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Property during normal business hours Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this Lease, without disturbance, molestation or injury, provided that Landlord may advise Tenant at the time Landlord approves any non-permanent Alteration that Landlord shall require such non-permanent Alteration to be removed upon reasonable notice the expiration or earlier termination of this Lease pursuant to the provisions of Section 39 (but subject to the rights last sentence of tenants under their Leases) this Section 11(c)). In such event, all expenses to inspect restore said space to normal building standards shall be borne by Tenant. If Tenant fails to complete the progress removal and/or to repair any damage caused by the removal of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto Alterations which are required to be removed as provided above, Landlord may do so and may charge the cost thereof to Tenant. If at the time of approval or may consent (and only if such approval or consent is required), Landlord fails to inform Tenant that such Alteration must be kept at any Propertyremoved, and then Tenant shall not be required to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or remove such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)Alteration. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable MortgageDeed of Trust. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. If any of Xxxxxx’s proposed construction work will affect the Building’s Structure or the Building’s Systems, then the working drawings pertaining thereto must be approved by the Building’s engineer of record, which approval shall be deemed given if submitted and no response is received within ten (i10) The Borrowers days. Xxxxxxxx’s approval of such working drawings shall complete not be unreasonably withheld and shall be deemed given if submitted to Landlord and Landlord fails to response within ten (10) days of Landlord1 s receipt, provided that (1) they comply with all Work Laws, (2) the improvements depicted thereon do not adversely affect (in the reasonable discretion of Landlord) the Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building’s common areas or elevator lobby areas, (3) such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner manner, and (4) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, “Working Drawings” means the final working drawings approved by Xxxxxxxx, as soon as practicable following the commencement thereof substantially amended from time to time by any approved changes thereto, and “Tenant’s Work” means all improvements to be constructed in accordance with and as indicated on the applicable budget approved Working Drawings, together with any work required by Lender governmental authorities to be made to other areas of the Building as a result of the improvements indicated by the Working Drawings. Xxxxxxxx’s approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Xxxxxxxx’s request, sign the Working Drawings to evidence its review and approval thereof. After the Working Drawings have been approved, Tenant shall cause the Tenant’s Work to be performed in substantial accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan DocumentsWorking Drawings. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. Except for demolition work (which may be performed prior to the Landlord's Work in the Server and Electrical Room), Landlord agrees to commence construction of Landlord's Work in the Server and Electrical Room prior to commencing construction on other Landlord's Work. Xxxxxxxx agrees to use commercially reasonable efforts to substantially complete the Landlord's Work in the Server and Electrical Room on or before October 15, 2008 and to substantially complete the remaining Landlord's Work on or before January 1, 2009 (the "Anticipated Completion Date"). If Tenant (i) The Borrowers shall complete all fails or omits to supply additional information which may be requested, or fails to approve requests for change orders or in giving authorizations or materially interferes with the performance of Landlord's Work in a good the exercise of its rights pursuant to Paragraph G hereof, or (ii) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Xxxxxxxx's Work and workmanlike manner Landlord gives Tenant written notice of such delay, or (iii) fails to deliver this Lease, executed by Xxxxxx, with final plans for Landlord's Work attached, to Landlord by July 15, 2008 ((i), (ii) and (iii) collectively, "Tenant Delays"), then the Rent Commencement Date shall be deemed to have occurred as soon as practicable following of the commencement thereof substantially in accordance with date the applicable budget approved by Lender Rent Commencement Date would have occurred in accordance with the terms of this Loan Agreementhereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Xxxxxx's occupancy. The insufficiency Xxxxxxxx agrees to use reasonable efforts to accelerate construction or reschedule certain portions of the balance in the applicable Landlord's Work Reserve to make up for lost time due to any delays, provided that Landlord shall not relieve be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be Tenant change orders. Xxxxxxxx agrees to give Tenant notice of any anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the Borrowers estimated net increase in time and cost which would result from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender change. Tenant shall have the option right to withhold disbursement withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be responsible for any increase in time and cost which results from the request for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderchange. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. As soon as practicable after Tenant and Landlord initial and attach to the Lease as Exhibit B-2 a true and complete copy of the Approved Final Drawings for each Phase, Landlord (iacting on behalf of Tenant) The Borrowers shall complete all submit the Approved Final Drawings for such Phase to the governmental authorities having rights of approval over the Work in a good and workmanlike manner shall apply for the necessary approvals and building permits. Landlord and Tenant agree that the Approved Final Drawings for the Phase I Tenant Improvements will not be put out for bid to general contractors as was contemplated by the original Lease; rather, as soon as practicable after Landlord or its representatives have received all necessary approvals and building permits for the Phase I Tenant Improvements, Landlord and Tenant will cause the General Contractor to award subcontracts for the Phase I Tenant Improvements for the following trades on a design/build basis: plumbing, mechanical, electrical and fire protection; and to put the commencement thereof substantially in accordance with Approved Final Drawings for the applicable budget approved by Lender in accordance with Phase I Tenant Improvements out for bid to several licensed, bonded and insured subcontractors for the terms of this Loan Agreementremaining trades. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform Both Landlord and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender Tenant shall have the option right to withhold disbursement approve the selected subcontractors for such unsatisfactory work the Phase I Tenant Improvements, which may or may not be the lowest bidders. Landlord shall cause the commencement of construction by the General Contractor of the Phase I Tenant Improvements as soon as practicable after: (1) roof and so notify sprinklers are completed in the Borrowers with reasonable detail regarding shell construction and a signed-off permit is received for the basis shell sprinkler work; (2) receipt of the signed construction contract between the General Contractor and the Tenant; and (3) receipt of a building permit for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender Phase I Tenant Improvements. Except as hereinafter expressly provided to the Borrowers of such unsatisfactory work without contrary, Landlord shall cause the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration performance of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: using (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or except as may be necessary stated or desirable otherwise shown in the Approved Final Drawings) building standard materials, quantities and procedures then in use by Landlord (“Building Standards”). The Phase II Tenant Improvements shall also not be put out for bid to general contractors as was contemplated by the original Lease, but shall be contracted on a design/build basis as described above for the completion Phase I Tenant Improvements, unless otherwise mutually agreed by Landlord and Tenant. Landlord, on behalf of any Workand for the account of Tenant, or for clearance shall maintain, and cause to be maintained, during the construction of title; (v) the Tenant Improvements, to execute all applications the extent that Tenant has not procured such insurance, insurance of the types and certificates in the name amounts specified in Exhibit B-1 attached hereto and in Section 12 of the Borrowers which may be required by any Lease, together with builders’ risk insurance for the amount of the contract documents; (vi) completed value of the Tenant Improvements on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in its reasonable discretion, to prosecute amounts and defend all actions or proceedings against such risks as the Landlord shall reasonably require in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant Improvements. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. Prior to commencing any Remediation Measures after the Closing or presenting after the Closing any plan for Remediation Measures to any Governmental Body having jurisdiction over such Remediation Measures or to any Person making a Third Party Claim for which Sellers are responsible under the provisions of Article 12, the Sellers Group shall meet and consult with Buyer in good faith concerning such Remediation Measures or plan, as the cases may be. In connection with the performance of any Remediation Measures by Sellers, the Sellers Group shall: (i) The Borrowers shall complete Provide Buyer with reasonable notice of any meetings with any such Governmental Body or any such other Person to afford Buyer or its representatives the right to participate in such meetings, and provide Buyer with copies of all Work in correspondence and documents (hard copy or electronic) to and from such Governmental Body or other Person; (ii) Provide the Buyer with a good reasonable opportunity to preview and workmanlike manner as soon as practicable following comment upon any submissions the commencement thereof substantially Sellers Group plans to deliver or submit to any such Governmental Body or any such other Persons and incorporate Buyer's requests which are reasonably justified to avoid adverse impact in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. paragraph (iii) In order to facilitate Lender's below; (iii) Meet and consult with the Buyer in good faith over the time, manner and conditions for the completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and performRemediation Measures, subject so as to avoid, to the rights extent reasonably practicable and consistent with the effective, economical, efficient and timely completion of tenantsthe Remediation Measures, any unreasonable interference with business conducted or planned to be conducted at the site in question; (iv) Except to the extent that exigencies require shorter or no notice, provide the Buyer with five business Days' prior notice (which may be oral) of material action to be taken at the site in question in connection with Remediation Measures undertaken by Sellers, and all work and labor necessary to complete permit Buyer the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed opportunity to have been advanced under its representatives present to observe such Remediation Measures and take and/or receive from Sellers samples of removed and adjacent materials; (v) Properly dispose of all Hazardous Materials removed from the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete soil or undertake the applicable Work in the name groundwater of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney site in question in connection with such Remediation Measures, Sellers hereby agreeing that they shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve "owner," "operator," "generator," or other Person responsible for " Page 39 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT arranging for the purpose transportation" of making or completing any Work; (ii) to make such additions, changes Hazardous Materials and corrections to any Work as shall be reasonably necessary or desirable to complete "in charge" of the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required "facility" for such purposes; (iv) to pay, settle or compromise all existing bills as such terms are defined in applicable Environmental Laws, and claims which are or may become Liens against further agreeing that no such removed Hazardous Materials shall be stored on any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates real estate included in the name of the Borrowers Assets for longer than is reasonably necessary (which may be required by any of the contract documentsmay, if necessary, include time to characterize such materials and arrange for disposal); (vi) Defend and protect the site in its reasonable discretionquestion, to prosecute and defend all actions or proceedings indemnify the LLC (from and after the Closing), the Buyer, any applicable Buyer Subsidiary and any applicable lender from the imposition of any lien of contractors and subcontractors performing work in connection with the Remediation Measures; (vii) Be responsible for, and indemnify, defend and protect the LLC (from and after the Closing), Buyer and any Property applicable Buyer Subsidiary against, any property damage or personal injury incurred by the rehabilitation LLC (from and repair after the Closing), Buyer or such Buyer Subsidiary or any other Person as a result of Remediation Measures conducted by or under the auspices of Sellers except to the extent that such Propertydamage or injury is caused by or results from or arise out of any negligence or intentional misconduct of the LLC (from and after the Closing), Buyer or any Buyer Subsidiary; and (viiviii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress After completion of any Work and all materials being used in connection therewithremediation project, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially make reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or restore the completion surface of the Work pursuant site involved to this Section 6.7(B)a condition substantially similar to its condition prior to the performance of the Remediation Measures, subject to any intervening changes in surface conditions not caused by such Remediation Measures. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers Borrower with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers Borrower of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers Borrower shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Borrower in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may may, subject to Mortgage Lender's rights under the Mortgage Loan Documents, proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve then held by or on behalf of Lender toward the labor and materials necessary to complete the same, without providing any additional prior notice to the BorrowersBorrower, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) . In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(B)(ii) above6.6, the Borrower shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: enter (i) to use any funds in the applicable Work Reserve then held by or on behalf of Lender for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers All Alterations shall complete all Work be made at Tenant's sole ------------------- expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its obligation to pay therefor. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Building and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to first-class office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the applicable budget approved by Lender in accordance Premises may be removed unless the same are promptly replaced with the terms of this Loan Agreement. The insufficiency interior improvements of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided same or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender better quality. Landlord hereby reserves the right to enter onto each Property during normal business hours after require any contractor or mechanic working in the expiration of Premises to provide lien waivers and liability insurance covering the notice specified above and perform, subject Alterations to the rights of tenantsPremises and to require Tenant to secure, any at Tenant's sole cost and all work expense, completion and labor necessary lien indemnity bonds satisfactory to complete the applicable Work Landlord, and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make require such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or other instruments as may be necessary or desirable for reasonably requested by Landlord. Tenant shall give Landlord ten (10) days written notice prior to the completion commencement of any Work, or for clearance of title; (v) to execute all applications Alterations and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 allow Landlord to enter onto the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Property during normal business hours upon reasonable notice (subject to Alterations. All Alterations shall remain in and be surrendered with the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising Premises as a part thereof at the termination of this Lease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon termination of this Lease provided that Tenant shall not be obligated to remove Alterations requiring Xxxxxxxx's consent unless Landlord specified at the time of approving such Alteration that removal would be required at Landlord's request. In such event, all expenses to restore said space to normal building standards shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances)borne by Tenant. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers Landlord shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender cause to be performed, in accordance with the terms of this Loan Agreement. The insufficiency of the balance Work Letter, (a) if Plan A is applicable, those certain Tenant Improvements depicted in the applicable Work Reserve shall not relieve plans, specifications and working drawings described in Schedule 1 attached hereto and made a part hereof (the Borrowers from their obligations to perform and complete the related Work as herein provided “Plan A Final Plans”); or to fulfill all other preservation and maintenance covenants (b) if Plan B is applicable, those certain Tenant Improvements depicted in the Loan Documents. plans, specifications and working drawings described in Schedule 2 attached hereto and made a part hereof (ii) If Lender determines in its reasonable discretion that any Work is not being the “Plan B Final Plans;” references to the Final Plans shall mean the Plan A Final Plans or the Plan B Final Plans, as applicable). All Tenant Improvements shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender using new first grade quality materials. Landlord shall have the option be responsible to withhold disbursement for such unsatisfactory work obtain all necessary governmental and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender municipal approvals and permits required as a condition precedent to the Borrowers performance and installation of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may beTenant Improvements, and apply amounts contained in the applicable Work Reserve toward the labor all costs and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work expenses incurred by Landlord pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender this sentence shall be deemed to constitute Work Cost, as defined below. The Final Plans have been advanced under prepared by LHB Architects (“Architect”). All work required for the Loan to the Borrowers construction and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name installation of the Borrowers pursuant to Section 6.7(B)(iiTenant Improvements (“Work”) above. Such power of attorney shall be deemed performed only by Landlord’s contractor (the “Contractor”). Landlord shall select the Contractor. Landlord shall obtain bids from three (3) contractors who are able to perform the Work. Tenant shall, in its sole, but reasonable, discretion and with the assistance and approval of Landlord, select the Contractor based on the bid price, quality of service, delivery date and prior working relationship with Tenant. Landlord shall use its good faith efforts to cause the Landlord Improvements to be a power coupled with an interest and cannot be revoked. Upon substantially completed within ninety (90) days after the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act date on which the Borrowers might do in their own behalf to fulfill Work commences (the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii“Scheduled Commencement Date”). The Borrowers shall use commercially reasonable efforts costs to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or construct the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementsTenant Improvements, including, without limitationbut not limited to, applicable building codesthe cost to prepare the Final Plans (collectively, special use permitsthe “Work Cost”), environmental regulations and requirements shall be paid for by Landlord (except as otherwise specifically set forth below): provided, however, that in no event shall Landlord be obligated to pay a Work Cost in excess of insurance underwritersthe Allowance, and, to the extent the Work Cost exceeds the Allowance, Tenant shall be solely responsible for (and, if necessary, promptly reimburse Landlord for) any such excess amount (“Excess Work Cost”). For purposes of the Lease, any Excess Work Cost shall constitute Additional Rent.

Performance of Work. If any of Tenant's ---------------------------------------- proposed construction work will affect the Building's Structure or the Building's Systems, then the working drawings pertaining thereto must be approved by the Building's engineer of record. Landlord's approval of such working drawings shall not be unreasonably withheld, provided that (i1) The Borrowers shall complete they comply with all Work Laws, (2) the improvements depicted thereon do not adversely affect (in the reasonable discretion of Landlord) the Building's Structure or the Building's Systems (including the Building's restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building's common areas or elevator lobby areas, (3) such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner manner, and (4) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, "Working Drawings" shall mean the final working drawings approved by ---------------- Landlord, as soon as practicable following the commencement thereof substantially amended from time to time by any approved changes thereto, and "Work" shall mean all improvements to be constructed in accordance with and as ---- indicated on the applicable budget approved Working Drawings, together with any work required by Lender governmental authorities to be made to other areas of the Building as a result of the improvements indicated by the Working Drawings. Landlord's approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Working Drawings to evidence its review and approval thereof. After the Working Drawings have been approved, Landlord shall cause the Work to be performed in substantial accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan DocumentsWorking Drawings. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers Tenant Improvement Work shall complete all Work be performed in a good and workmanlike professional manner as soon as practicable following and shall conform to the commencement thereof substantially Approved Construction Drawings. Tenant shall cause Tenant's Agents to engage only labor that is harmonious and compatible with other labor working in accordance the Project. To the extent applicable to the construction of the Tenant Improvements and the Tenant Improvement Work, Tenant shall comply with the applicable budget approved by Lender in accordance with the terms provisions of this Loan Sections 7.1 (Small Business Enterprise Program) and 7.2 (Construction Workforce) and Attachments G (Small Business Enterprise Agreement. The insufficiency ) and H (Construction Work Force) of the balance in Owner Participation Agreement encumbering the applicable Work Reserve Project, a copy of which has been provided to Tenant. In the event of any labor disturbance caused by persons employed by Tenant or Tenant's Agents, Tenant shall not relieve immediately take all actions necessary to eliminate such disturbance. To the Borrowers from their obligations extent any portions of the Building are damaged by Tenant or Tenant's Agents, Tenant shall cause such damage to perform be appropriately repaired or restored at Tenant's sole cost and complete expense. Tenant shall abide by the related Work as herein provided or to fulfill all other preservation Construction Rules and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender Regulations relating to the Borrowers performance of such unsatisfactory work without the cure thereof (orTenant Improvement Work. In consideration of Landlord's review, if such unsatisfactory work is susceptible supervision, inspection, coordination and administration of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure performance of the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Tenant Improvement Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice Tenant shall pay Landlord a fee ("Landlord's Fee") equal to the Borrowers, amount of Landlord's reasonable costs and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used expenses incurred in connection therewith, not to examine all plans exceed one and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to one quarter percent (1.25%) of the Tenant Improvement Allowance (as that term is defined in Section 6.7(B)(ii6.2). The Borrowers In addition, Tenant shall use commercially reasonable efforts to cause all contractors payor reimburse Landlord for (a) the actual cost and subcontractors to cooperate with Lender or Lenderfees reasonably incurred by Landlord for the review by Landlord's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion third party consultants of the Work pursuant Space Plan, Final Working Drawings and Plan Modifications in an amount not to this Section 6.7(B). exceed Fifteen Thousand and 00/100 Dollars (vi$15,000) All Work and all materials, equipment, fixtures (b) the actual cost and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except fees reasonably incurred by Landlord for the Permitted Encumbrances)inspection and testing of the Tenant Improvements by Landlord's third party consultants, Landlord shall provide Tenant with reasonably detailed invoices documenting Landlord's third party consultant costs. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (ia) The Borrowers Time is of the essence with respect to this AGREEMENT. SUBCONTRACTOR shall conform to PRESTON PIPELINES’ progress schedule and all revisions thereto. SUBCONTRACTOR shall commence work promptly upon direction by PRESTON PIPELINES and shall prosecute its work diligently, continuously and at a speed that will not cause delay in the progress of PRESTON PIPELINES’ work or the work carried on by other subcontractors, OWNER, or General Contractor. SUBCONTRACTOR shall coordinate its work with other persons involved in the PROJECT. If SUBCONTRACTOR fails to maintain its part of PRESTON PIPELINES’ schedule, it shall, without additional compensation, accelerate the work as PRESTON PIPELINES may direct. PRESTON PIPELINES shall have complete all Work control of the premises on which the work is to be performed and shall have the right to decide the sequence and priority of SUBCONTRACTOR’s work and Subcontractor’s employees, as compared with other work. (b) SUBCONTRACTOR at PRESTON PIPELINES’ request and at the time specified in a good such request shall submit to PRESTON PIPELINES progress, procurement and workmanlike manner as soon as practicable following labor-hour completion schedules, satisfactory in form and content to PRESTON PIPELINES and upon PRESTON PIPELINES’ acceptance of the commencement schedules shall prosecute the work in accordance therewith. (c) SUBCONTRACTOR shall not deviate from the plans and specifications except on written order from PRESTON PIPELINES. SUBCONTRACTOR shall be responsible for any damage, inconvenience, or increase of costs arising directly or indirectly from failure of SUBCONTRACTOR to observe the same. PRESTON PIPELINES shall have the right to make changes in the plans and specifications, and SUBCONTRACTOR on notice thereof substantially shall be governed thereby. Allowance for extra work and deductions for omissions shall be by mutual agreement between PRESTON PIPELINES and SUBCONTRACTOR or determined in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance procedures specified in the applicable Work Reserve CONTRACT DOCUMENTS. No changes are to be made however except upon a prior written order from PRESTON PIPELINES and PRESTON PIPELINES shall not relieve the Borrowers from their obligations be held liable to perform and complete the related Work as herein provided SUBCONTRACTOR for any extra labor, materials, or to fulfill all other preservation and maintenance covenants in the Loan Documentsequipment furnished without such written order. (iid) All change orders shall constitute a contract document. Unit prices from SUBCONTRACTOR’s bid will be utilized where, in PRESTON PIPELINES’ sole discretion, PRESTON PIPELINES deems them to be applicable to change order work. If Lender determines not covered by unit prices, a complete breakdown of the estimated costs for changed work is to be submitted to PRESTON PIPELINES for approval. If PRESTON PIPELINES does not agree with the additional costs submitted, PRESTON PIPELINES may, in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannersole discretion, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided direct that the Borrowers work be performed on a not-to-exceed time and material basis with SUBCONTRACTOR providing written information concerning such hours and material each day for Superintendent’s review and verification. Refusal to perform directed additional or changed work on a time and material not-to-exceed basis shall have commenced constitute a material breach of contract. No change shall release or exonerate, in whole or in part, any bond or any surety on any bond, and no notice to cure such unsatisfactory any surety is required with regard to any change or other modification of this Agreement or the Contract Documents. Any Subcontractor or vendor generated work within said forty-five tickets, daily work records, delivery tickets, material tickets, trucking daily tags, dispatch tickets, or documents of every kind and nature whatsoever used to record work completed (45) day period and thereafter diligently and expeditiously proceeds to cure the samealtogether known as “Field Confirmations”), after the expiration of such longer period as is reasonably necessary are for the Borrowers in sole purpose of verifying daily records of work. Notwithstanding any terms and conditions contained on Field Confirmations, Any Field Confirmations signed by a Contractor’s representative shall not constitute a binding agreement, even if incorporated into a Change Order as back-up of hours or scope of work performed. Only Change Orders signed by the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without Contractor’s Project Manager or his/her superior which specifically modify the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, terms and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderconditions shall be considered Modifications. (iiie) In order SUBCONTRACTOR shall protect its work and materials. SUBCONTRACTOR assumes the risk of all loss or damage to facilitate Lender's its work, materials and equipment until final completion and acceptance of the PROJECT by OWNER. If SUBCONTRACTOR installs items provided by others or making performs work in areas to be constructed or prepared by others, SUBCONTRACTOR shall carefully inspect and shall accept, at the time of delivery or first access, the items so provided and the work by others. Failure to conduct an inspection or to give notice of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender discrepancies or problems shall be deemed to have been advanced constitute acceptance by SUBCONTRACTOR of the items or work of others. Loss or damage due to acts of SUBCONTRACTOR shall be charged to SUBCONTRACTOR. SUBCONTRACTOR is responsible for all damages or losses it causes to others or to work, equipment or property of others. (f) SUBCONTRACTOR at all times shall furnish to PRESTON PIPELINES, OWNER, and any representatives of them, safe and ample facilities for inspecting materials and work at the site of construction, shops, factories, yards or any other places of business of SUBCONTRACTOR, its subcontractors or suppliers, wherever materials under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work AGREEMENT may be in the name course of preparation, processing, manufacture, painting or treatment. SUBCONTRACTOR shall furnish to PRESTON PIPELINES, as often as PRESTON PIPELINES requires, full reports of the Borrowers pursuant to Section 6.7(B)(ii) aboveprogress of the work at any place materials may be in the course of construction, treatment or manufacture. Such power reports shall show the progress of attorney shall be deemed to be a power coupled with an interest such construction, treatment and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact manufacture in such detail as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by PRESTON PIPELINES, including but not limited to, any plans, drawings or diagrams in the course of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementpreparation. (ivg) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender In the event a dispute arises between SUBCONTRACTOR and PRESTON PIPELINES, SUBCONTRACTOR expressly agrees that it will continue to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion perform its work regardless of the Work pursuant nature of the dispute. To the greatest extent permitted by law, SUBCONTRACTOR waives any right to this Section 6.7(B)rescind or to suspend performance. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. Prior to installing LESSEE’s Facilities at the Premises, or modifying any equipment or making any changes (“LESSEE’s Changes”) to its installation (other than within LESSEE’s equipment shelter permitted in accordance with this Lease), LESSEE shall comply with the following covenants and conditions: (a) LESSEE shall submit to LESSOR detailed plans (“Plans”) and specifications accurately describing all aspects of the proposed work to be performed including, without limitation, weight and wind load requirements and power supply requirements. The Plans shall be subject to LESSOR's approval, which shall not be unreasonably withheld or delayed; provided, however, that any material change increasing tower loading or ground space will require an increase of the annual rental hereunder. LESSOR shall grant approval of the Plans or state any written objections to same within thirty (30) days after receipt of the Plans; provided, however, if LESSOR fails to approve or state any written objections to the Plans within said thirty (30) day period, LESSEE shall send a second notice to LESSOR and, in the event that LESSOR does not approve or state any written objections to the Plans within fifteen (15) day of such second notice, the Plans shall be deemed approved by LESSOR. (b) Upon review and approval of LESSEE’s Plans as set forth in Section 4B(a) above, as well as LESSEE's compliance, to LESSOR's reasonable satisfaction, with the Notice to Proceed (NTP) Requirements set forth in Exhibit F, annexed hereto and made a part hereof, LESSOR shall notify LESSEE in writing that it is authorized to proceed with the installation of LESSEE's Changes. LESSEE shall notify LESSOR by telephone or email, at least three (3) business days prior to installing LESSEE's Changes at the Premises. (c) LESSEE shall install its facility in compliance with the Plans and any Governmental Approvals. (d) LESSEE shall install its facility at LESSEE’s sole cost and expense (including, but not limited, to any structural analysis or structural modifications) and LESSEE shall pay all invoices of labor and materialmen in a timely manner to prevent the imposition of any liens on the Property or the Tower. LESSEE shall use reasonable efforts to identify its facility by permanent labels or tags and to permanently identify its coaxial cable at the top and bottom and shall use reasonable efforts to request a written waiver from any contractor, subcontractor, laborer or materialman performing any work in connection with LESSEE’s installation at the Premises of all rights under state material and mechanic lien laws or other applicable laws to impose a lien on any of LESSOR’s property. (e) In no event shall LESSEE install or cause to be installed any additional utilities not shown on the Plans, without the prior consent of LESSOR, which shall not be unreasonably withheld or delayed. (f) All work in connection with LESSEE’s installation may be performed by contractors approved by the LESSOR, which approval shall not be unreasonably withheld or delayed, with worker's compensation and general liability insurance certificates on file with LESSOR naming LESSOR as an additional insured and otherwise satisfying the coverage requirements described in Section 8 below. Notwithstanding the foregoing, LESSOR reserves the right, in its sole discretion, to refuse to permit any person or company to climb the Tower. LESSEE shall be solely responsible and liable to LESSOR for LESSEE’s failure to obtain or deliver to LESSOR the required insurance certificates from LESSEE’s approved contractor. (g) LESSEE agrees to comply with the reasonable directions and requirements which LESSOR, in its reasonable discretion, may from time to time establish in connection with the Tower and the Property, provided that such directions and requirements are applied to all other users of the Tower and/or the Property and/or do not interfere with LESSEE’s ordinary course of business or operations and/or do not impose any additional obligations (financial or otherwise) on LESSEE. (h) LESSEE acknowledges and agrees that, upon reasonable prior notice (except for emergency situations), LESSOR may request that LESSEE temporarily reduce operating power or temporarily cease operation of its antennas only to the extent that it is necessary to prevent the overexposure of workers on the Tower to RF emissions in violation of the FCC regulations. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of Within forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any WorkLESSEE’s Change’s at the Premises, or for clearance of title; LESSEE shall provide LESSOR with all close-out items (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (viincluding as-built drawings) in its reasonable discretion, accordance with the Notice to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and Proceed (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(iiNTP). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete cause all Work to be performed in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreementall Legal Requirements. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations obligation to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If In the event Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five thirty (4530) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five thirty (4530) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five thirty (4530) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii6.6(B)(ii) above, the Borrowers grant Lender the right to enter onto each any Individual Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, perform any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the any such Individual Property from damage. All sums so expended by Lender (other than funds received from the Borrowers and deposited into and disbursed from the Replacement Reserve Sub-Account) shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their its true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii6.6(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: : (i1) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii2) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii3) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv4) to pay, settle or compromise all existing bills and claims which are or may become Liens against any such Individual Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v5) to execute all applications and certificates in the name of the Borrowers (or any of them) which may be required by any of the contract documents; (vi6) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any such Individual Property or the rehabilitation and repair of any such Individual Property; and (vii7) to do any and every act which the Borrowers might do in their its own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i1) make Lender responsible for making or completing any Work; (ii2) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii3) obligate Lender to proceed with any Work; or (iv4) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 6.6 to enter onto any Individual Property during normal business hours upon reasonable prior notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Propertythe Properties, and to complete any Work made pursuant to Section 6.7(B)(ii6.6(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B6.6(B) or the completion of the Work pursuant to this Section 6.7(B6.6(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over any of the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers All Alterations shall complete all Work be made at Tenant's sole -------------------- expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its obligation to pay therefor. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Building and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to first-class office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the applicable budget approved by Lender in accordance Premises may be removed unless the same are promptly replaced with the terms of this Loan Agreement. The insufficiency interior improvements of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided same or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender better quality. Landlord hereby reserves the right to enter onto each Property during normal business hours after require any contractor or mechanic working in the expiration of Premises to provide lien waivers and liability insurance covering the notice specified above and perform, subject Alterations to the rights of tenantsPremises and to require Tenant to secure, any at Tenant's sole cost and all work expense, completion and labor necessary lien indemnity bonds satisfactory to complete the applicable Work Landlord, and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make require such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or other instruments as may be necessary or desirable for reasonably requested by Landlord. Tenant shall give Landlord ten (10) days written notice prior to the completion commencement of any Work, Alterations and shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by payment for any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives Alterations. All Alterations (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject all improvements to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work Premises made pursuant to Section 6.7(B)(ii). The Borrowers 31, below) shall use commercially reasonable efforts to cause all contractors remain in and subcontractors to cooperate be surrendered with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising Premises as a part thereof at the termination of this Lease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon termination of this Lease. In such event, all expenses to restore said space to normal building standards shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances)borne by Tenant. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers All Alterations shall complete all Work be made at Tenant's sole expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its obligation to pay therefor. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Building and must be of a type, and the floors and ceiling must be finished in a manner, customary for general office use and other uses common to first-class office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the applicable budget approved by Lender in accordance Premises may be removed unless the same are promptly replaced with the terms of this Loan Agreement. The insufficiency interior improvements of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided same or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender better quality. Landlord hereby reserves the right to enter onto each Property during normal business hours after require any contractor or mechanic working in the expiration of Premises to provide lien waivers and liability insurance covering the notice specified above and perform, subject Alterations to the rights of tenantsPremises and to require Tenant to secure, any at Tenant's sole cost and all work expense, completion and labor necessary lien indemnity bonds satisfactory to complete the applicable Work Landlord, and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make require such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or other instruments as may be necessary or desirable for reasonably requested by Landlord. Tenant shall give Landlord ten (10) days written notice prior to the completion commencement of any Work, Alterations and shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by payment for any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives Alterations. All Alterations (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject all improvements to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work Premises made pursuant to Section 6.7(B)(ii). The Borrowers 31, below) shall use commercially reasonable efforts to cause all contractors remain in and subcontractors to cooperate be surrendered with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising Premises as a part thereof at the termination of this Lease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon termination of this Lease provided that Tenant shall not be obligated to remove Alterations requiring Landlord's consent unless Landlord specified at the time of approving such Alteration that removal would be required at Landlord's request. In such event, all expenses to restore said space to normal building standards shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances)borne by Tenant. (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers Borrower shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreementall Legal Requirements. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers Borrower from their obligations its obligation to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If In the event Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers Borrower with reasonable detail regarding the basis for Lender's ’s dissatisfaction and, after the expiration of forty-five thirty (4530) days from the giving of such notice by Lender to the Borrowers Borrower of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five thirty (4530) day period and provided that the Borrowers Borrower shall have commenced to cure such unsatisfactory work within said forty-five thirty (4530) day period and thereafter diligently and expeditiously proceeds to cure the 67 same, after the expiration of such longer period as is reasonably necessary for the Borrowers Borrower in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the BorrowersBorrower, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's ’s completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Borrower grants Lender the right to enter onto each the Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, perform any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers Borrower and secured by the applicable Mortgage. For this purpose, the Borrowers constitute Borrower constitutes and appoint appoints Lender their its true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers Borrower pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower Borrower empowers said attorney-in-fact as follows: : (i1) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii2) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii3) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv4) to pay, settle or compromise all existing bills and claims which are or may become Liens against any the Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v5) to execute all applications and certificates in the name of the Borrowers Borrower which may be required by any of the contract documents; (vi6) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any the Property or the rehabilitation and repair of such the Property; and (vii7) to do any and every act which the Borrowers Borrower might do in their its own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i1) make Lender responsible for making or completing any Work; (ii2) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii3) obligate Lender to proceed with any Work; or (iv4) obligate Lender to demand from the Borrowers Borrower additional sums to make or complete any Work. (v) The Borrowers Borrower shall permit Lender and Lender's ’s agents and representatives (including, without limitation, Lender's ’s engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any the Property during normal business hours upon reasonable prior notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any the Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's ’s representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's’s, materialman's ’s or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties Property and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as soon as practicable following Prior to commencing any Remediation Measures after the commencement thereof substantially in accordance with Closing or presenting after the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations Closing any plan for Remediation Measures to perform and complete the related Work as herein provided any Governmental Body having jurisdiction over such Remediation Measures or to fulfill all other preservation any Person making a Third Party Claim for which Seller is responsible under the provisions of Article 12, Seller shall meet and maintenance covenants consult with Buyer in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike good faith concerning such Remediation Measures or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Workplan, as the case may be. In connection with the performance of any Remediation Measures by Seller, Seller shall: (i) Provide the Buyer with reasonable notice of any meetings with any such Governmental Body or any such other Person to afford Buyer or its representatives the right to participate in such meetings; (ii) Provide the Buyer with a reasonable opportunity to preview and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary comment upon any submissions Seller plans to complete the same, without providing deliver or submit to any additional prior notice to the Borrowers, and exercise such Governmental Body or any and all such other remedies available to Lender upon and during the continuance of an Event of Default hereunder.Person; (iii) In order to facilitate Lender's Meet and consult with the Buyer in good faith over the time, manner and conditions for the completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above Remediation Measures, so as to (and performSeller shall) avoid, subject to the rights extent reasonably practicable material interference with business conducted or planned to be conducted at the site in question; (iv) Except to the extent that exigencies require shorter or no notice, provide the Buyer with five (5) Business Days' prior notice (which may be oral) of tenantsmaterial actions to be taken at the site in question in connection with Remediation Measures undertaken by Seller, any and all work and labor necessary to complete permit the applicable Work and/or employ watchmen to protect Buyer the Property from damage. All sums so expended by Lender shall be deemed opportunity to have been advanced under its representatives present to observe such Remediation Measures; (v) Properly dispose of all Hazardous Materials removed from the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete soil or undertake the applicable Work in the name groundwater of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney site in question in connection with such Remediation Measures, Seller hereby agreeing that it shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve "owner," "operator," "generator," or other Person responsible for "arranging for the purpose transportation" of making or completing any Work; (ii) to make such additions, changes Hazardous Materials and corrections to any Work as shall be reasonably necessary or desirable to complete "in charge" of the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required "facility" for such purposes; (iv) to pay, settle or compromise all existing bills as such terms are defined in applicable Environmental Laws, and claims which are or may become Liens against further agreeing that no such removed Hazardous Materials shall be stored on any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates real estate included in the name of the Borrowers Assets for longer than is reasonably necessary (which may be required by any of the contract documents; (vi) in its reasonable discretionmay, if necessary, include time to prosecute characterize such materials and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible arrange for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(iidisposal). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B).; (vi) All Work Indemnify, defend and all materialsprotect the site in question, equipmentthe Buyer, fixtures any applicable Buyer Subsidiary and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free applicable lender from the imposition of any lien of contractors and clear of all mechanic's, materialman's or other liens (except for subcontractors performing work in connection with the Permitted Encumbrances).Remediation Measures; (vii) All Work Be responsible for, and indemnify, defend and protect the Buyer and any applicable Buyer Subsidiary against, any property damage or personal injury incurred by Buyer or such Buyer Subsidiary or any other Person as a result of Remediation Measures conducted by or under the auspices of Seller; (viii) After completion of any remediation project, make reasonable efforts to restore the surface of the site involved to a condition substantially similar to its condition prior to the performance of the Remediation Measures, subject to any intervening changes in surface conditions not caused by such Remediation Measures; (ix) Retain a reputable environmental consulting firm for the purposes of consulting upon such Remediation Measures, which firm shall be subject to Buyer's prior written approval, which will not be unreasonably withheld; (x) In connection with carrying out such Remediation Measures, comply with all applicable legal requirements Law, including Laws relating to worker safety; and (xi) Permit the Buyer to have one or more representatives present to observe physical work conducted at the FOP Facilities in the course of all Governmental Authorities having jurisdiction over carrying out such Remediation Measures, and provide Buyer with reasonable access to and copies of records concerning the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements performance of insurance underwriterssuch physical work.

Performance of Work. (a) The Production Team Leader, or in his absence the Departmental Manager, is to be given a minimum of one hour’s notice prior to the commencement of a shift if an employee is unable to attend work due to illness or other unforeseen circumstances. The Company requires this notification to enable sufficient time for the arrangement of relief staff if any are required. b) An employee not attending for duty, unless on approved paid leave, will not be paid for the actual time of non-attendance. Failure to notify within 24 hours may lead to disciplinary action. c) Before Approved Leave Without Pay can be taken all Annual Leave entitlements must be used. d) It is a term and condition of employment and of the rights applying under this Agreement, that an employee: i) Performs such work on the allocated shift according to the appropriate rotating roster as the Company from time to time reasonably requires. ii) Uses as directed by the Company, protective clothing and equipment provided for specific circumstances. iii) Complies with safety regulations determined by the Company. The Borrowers shall complete all Work NSW Occupational Health and Safety Act will be the minimum safety standards for the Company. iv) Works a reasonable amount of overtime when required. v) Observes regulations published by the Company to provide an orderly and safe workplace including keeping the workplace and equipment in a good clean and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentssafe condition. (iivi) If Lender determines in its reasonable discretion that any Work is not being performed in Will be required to wear a workmanlike uniform provided by the Company at all times whilst at work. After the initial issue, replacement will be on an exchange basis as required. Any cots of laundering or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have dry cleaning are to be met by the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderemployee. (iiie) In order to facilitate Lender's completion or making assist the Company to reduce the cost of any Work pursuant to Section 6.7(B)(ii) abovecovering unplanned and planned absences, the Borrowers grant Lender employees agree that: i) Where safe and practical, they will be available to cover unplanned absences in the right first instance by current crewing; ii) If it is not safe and practical to enter onto each Property during normal business hours after cover the expiration of the notice specified above and performunplanned absences through current crewing, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall employees may be deemed to have been advanced under the Loan to the Borrowers and secured called in on overtime by the applicable MortgageTeam Leader; iii) Planned absences will be covered, where required by the Company, by the Team Leader organising coverage from within other shifts. For Nothing in this purpose, clause limits or precludes the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution Company from implementing other steps or measures to complete or undertake cover absences if the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and absences cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds covered in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection accordance with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementclause. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. All Alterations shall be made at Tenant’s sole expense and by contractors or mechanics selected by Tenant, subject to Landlord’s reasonable approval, except that Landlord shall have the right to require use of Building standard contractors or mechanics for work affecting the Building Systems or items under warranty (i) The Borrowers including, but not limited to, the Building roof). All Alterations shall complete all Work be made at such times and in such manner as Landlord may from time to time reasonably designate, and shall become the property of Landlord without its obligation to pay therefore at the expiration or earlier termination of this Lease. All work with respect to any Alterations shall be performed in a good and workmanlike manner as soon as practicable following manner, shall be of a quality equal to or exceeding the commencement thereof substantially then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto and if interior improvements installed in the applicable budget Premises shall be removed, Tenant shall either replace same with interior improvements of the same or better quality or repair the damage caused by the removal so the Premises is in good condition. Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of Landlord covering the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving construction of such notice by Lender to Alterations, and such other insurance as the Borrowers Landlord may reasonably require, it being understood and agreed that all of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably Alterations shall be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work insured by Tenant pursuant to Section 6.7(B)(ii14(a) aboveof this Lease immediately upon completion thereof. Prior to the performance of any Alterations, the Borrowers grant Lender the right Tenant shall allow Landlord to enter onto each Property during normal business hours after the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the notice specified above this Lease, without disturbance, molestation or injury; provided, however, that all of Tenant’s personal property, including furniture, trade fixtures, and performequipment, subject to the rights of tenants, may be removed by Tenant at any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and time during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: Term. Landlord may not require Tenant to remove any Alterations (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(Bincluding cabling) or the completion Tenant Improvements from the Premises upon the expiration or earlier termination of the Work pursuant to this Section 6.7(B)Lease. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (ia) The Borrowers General Contractor selected to construct the Tenant Work shall complete be responsible to obtain all Work in a good and workmanlike manner as soon as practicable following required permits for the commencement thereof substantially in accordance with the applicable budget approved by Lender in accordance with the terms of this Loan Agreement. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documentswork. (iib) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannerAfter Landlord's approval of the Construction Drawings, Lender shall have Tenant's selection (and Landlord's approval) of the option to withhold disbursement for such unsatisfactory work General Contractor, and so notify the Borrowers with reasonable detail regarding the basis for LenderTenant's dissatisfaction and, after the expiration receipt of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary all required permits for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Tenant Work, as Tenant shall promptly commence the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration construction of the notice specified above Tenant Work and perform, subject diligently pursue the same to the rights of tenants, any and all work and labor necessary to complete the applicable Substantial Completion. The Tenant Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced constructed under the Loan supervision and management of Landlord or a representative of Landlord as Landlord may designate in writing to Tenant ("Landlord's Representative"). It is expressly recognized that it is the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power intent of substitution Tenant to complete or undertake the applicable Work in the name commence occupancy of the Borrowers pursuant to Section 6.7(B)(ii) aboveAdditional Space on or before May 1, 2003. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers Landlord shall use commercially reasonable efforts to cause all contractors and subcontractors assist Tenant to cooperate with Lender or Lender's representatives or accomplish its move-in by that date, provided that Landlord shall not be required to incur any out of pocket expense in rendering such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)assistance. (vic) All Tenant shall cause the Tenant Work to be constructed and all materials, equipment, fixtures installed (i) in substantial accordance with the approved Construction Drawings and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirementsthis Agreement, including, without limitation, Landlord's Construction Rules and Regulations attached to and made a part of this Agreement as Schedule 2, (ii) in a good and workmanlike manner, using new materials of good quality, and (iii) in accordance with all applicable building codesGovernmental Requirements, special use permitsincluding, environmental regulations without limitation, the Americans with Disabilities Act. Landlord shall have no liability for, and Tenant shall hold Landlord harmless from, any claims by Tenant or others related to any failure or alleged failure of the Tenant Work to comply with Governmental Requirements. All Tenant Work shall be constructed or installed by the General Contractor and any subcontractors approved by Landlord as set forth in Section 3.1. Landlord and Landlord's Representative shall have the right (but not the obligation) from time to time to inspect the Tenant Work as they progress and to advise Tenant of any variances noted from the requirements of insurance underwritersthe Lease, the Amendment, this Agreement or Landlord's Construction Rules and Regulations. All such variances shall be promptly corrected by Tenant. Any supervision, management, or inspection of the Tenant Work by Landlord or Landlord's Representative are for the sole benefit of Landlord. Landlord's supervision, management, and inspection of the Tenant Work shall in no event be deemed to constitute any representation or warranty by Landlord as to the quality, adequacy, or utility of the Tenant Work, the fitness of the Tenant Work for any particular purpose, or the compliance of the Tenant Work with the Construction Drawings, this Agreement, or applicable Governmental Requirements.

Performance of Work. Tenant and its contractors shall construct the Work strictly in compliance with: (i) the Approved Plans; (ii) all necessary approvals and permits; (iii) all applicable governmental laws, codes, ordinances, rules, and regulations; (iv) all applicable private covenants and restrictions affecting the Building; and (v) all reasonable rules and regulations which Landlord may promulgate, from time to time. The Borrowers Work shall complete be performed only by contractors and subcontractors approved in writing by Landlord. Tenant and Tenant's contractors shall make all Work efforts and take all steps reasonably appropriate to assure that their construction activities do not unreasonably interfere with the operation of the Building and the buildings at 10 Mxxxx Xxxxxxx xx 12B Xxxxx Xxxxxxx (xxllectively, the "BUILDINGS") or the ability of other occupants of the Buildings to conduct business in a good routine manner. Tenant shall require all contractors and workmanlike manner as soon as practicable following the commencement thereof substantially subcontractors to contact Landlord's property manager and schedule time periods during which they may use Building facilities in accordance connection with the applicable budget approved Work. The Work shall be substantially completed by Lender December 31, 1998 (the "COMPLETION DATE"). Tenant shall notify Landlord' property manager when Work has been substantially completed, and shall thereafter permit Landlord's property manager to inspect the Work. In the event Landlord determines that any items of the Work have not been fully or satisfactorily completed, Landlord may submit to Tenant a "punchlist" of such items, and Tenant shall cause all such punchlist items to be completed within thirty days after receiving the punchlist. In the event the Work has been commenced but is not completed on or before the Completion Date, or Tenant fails to timely complete any punchlist item, Landlord shall be entitled, but not obligated, to perform such uncompleted Work or punchlist item, provided that Tenant shall remain solely liable for the entire cost of such work performed by Landlord. In addition to the terms of this Amendment No. 2, Tenant shall perform the work in accordance with the terms of this Loan Agreement. The insufficiency Article III of the balance in the applicable Work Reserve Original Lease governing alterations, provided that Tenant shall not relieve be required to remove the Borrowers from their obligations to perform and complete Work at the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration end of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTerm. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B). (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers shall complete all Work in a good and workmanlike manner as As soon as practicable following after Tenant and Landlord initial and attach to the commencement thereof substantially Lease as Exhibit E-1 a true and complete copy of the Approved Final Drawings, Tenant shall submit the Approved Final Drawings to the governmental authorities having rights of approval over the Work and shall apply for all approvals, permits, including any health and building department permits, and certificates, necessary to perform the Work in accordance with all applicable Laws and for Tenant’s Use of the applicable budget Premises (collectively, the “Work Permits”). As soon as practicable after Tenant or its representatives have received all necessary Work Permits, Tenant will put the Approved Final Drawings out for bid to several licensed, bonded and insured general contractors. The Tenant Improvements shall be constructed by a general contractor selected by Tenant and approved by Lender Landlord, which approval shall be granted or withheld in accordance with Landlord’s discretion, taking into account the terms levels of this Loan Agreementinsurance carried by the proposed general contractor and the insurance carrier for such proposed general contractor, whether such proposed general contractor is bondable and bonded, and the references of such proposed general contractor, but which approval, whether granted or withheld, shall not be unreasonably delayed. The insufficiency of the balance in the applicable Work Reserve shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. general contractor approved by Landlord (ii) If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof“General Contractor”), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the applicable Mortgage. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agentsmaterialmen and independent contractors engaged by Tenant or General Contractor (collectively, architects and inspectors as the “Construction Entities”), shall be required bondable, licensed, and capable of performing quality work and working in harmony with other contractors and subcontractors on the job, in the Building and at the Corporate Center, and shall at all times be in compliance with all current provisions of the Occupational Safety and Health Act (OSHA) that may apply to Tenant's Work. Information regarding all of the foregoing, including without limitation the names of at least two property managers for whom the proposed general contractor has worked in the past twelve (12) months (“Complete Package”), shall be provided by Tenant to Landlord in writing for each proposed general contractor, and Landlord shall notify Tenant of its consent or refusal to consent with respect to each proposed general contractor within seven (7) business days of Landlord’s receipt of such purposes; Complete Package. Immediately upon Landlord’s approval, Tenant shall prepare and execute a written contract (iv“Construction Contract”) with the General Contractor, which Construction Contract shall (a) include as an exhibit all of the provisions benefiting Landlord and contained in this Exhibit E, (b) require Tenant and General Contractor to paycooperate in all respects with Landlord’s Representatives at all times, settle and (c) allow, but not require, Landlord to become an assignee of Tenant’s interest in such Construction Contract in the event of Tenant’s default thereunder, but shall specifically state that (x) the General Contractor is not a third-party beneficiary to this Exhibit E or compromise all existing bills the Lease, (y) Landlord shall have no obligations under the Construction Contract unless Landlord specifically accepts such obligations in a separate writing entered into between General Contractor and claims which are Landlord, and (z) Landlord shall have no obligations to General Contractor in the event that it chooses not to become Tenant’s assignee under the Construction Contract or may become Liens against any Propertychooses not to execute such separate writing with General Contractor. The General Contractor shall commence construction, or cause the commencement of construction of the Tenant Improvements, upon the Commencement Date or upon Tenant’s commencement of Early Occupancy as set forth in Addendum Two, whichever occurs first. Except as hereinafter expressly provided to the contrary, Tenant shall cause the performance of the Work using (except as may be necessary stated or desirable for otherwise shown in the completion Approved Final Drawings) building standard materials, quantities and procedures then in use by Landlord ("Building Standards"), and neither Tenant nor its General Contractor, nor anyone working for, with or on behalf of either of them, shall unreasonably interfere with or disturb the quiet enjoyment of any other tenant of the Corporate Center at any time, and Tenant and General Contractor shall keep the Premises, the interior and exterior of the Building, and the Corporate Center free of storage and debris during the Work. Tenant shall at all times cooperate with, and shall cause all Construction Entities, to cooperate with Landlord’s construction consultant at all times, and to comply with all of the terms, conditions and covenants of this Lease at all times. In the event of any labor dispute or for clearance of title; (v) to execute all applications and certificates disruption in the name of the Borrowers which may be required by Corporate Center related to Tenant or any of the contract documents; (vi) Construction Entity, Tenant shall immediately discontinue construction and take all steps reasonably necessary to stop such labor dispute or disruption. All Construction Entities shall agree in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender responsible for making or completing any Work; (ii) require Lender to expend funds in addition writing prior to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress commencement of any Work to be performed by them to comply with the provisions of this Exhibit E. Tenant shall not allow trash to accumulate overnight within the Premises or any other area in the Corporate Center adjacent to its Premises. Tenant shall be responsible for daily removal of all of Tenant's construction trash and debris from the site of the Work. Tenant's contractors may not use Landlord's trash receptacles. All work performed by Tenant and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may Construction Entities shall be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts performed so as to cause all contractors a minimum of interference with other tenants and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 6.7(B) or the completion operation of the Work pursuant to this Section 6.7(B)Corporate Center. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.

Performance of Work. (i) The Borrowers Landlord shall complete all Work in a good and workmanlike manner as soon as practicable following the commencement thereof substantially in accordance with the applicable budget approved by Lender cause to be performed, in accordance with the terms of this Loan Agreement. The insufficiency of the balance Work Letter, those certain improvements (“Landlord Improvements”) depicted in the applicable Work Reserve plans, specifications and working drawings described in Schedule 1 attached hereto and made a part hereof (the “Final Plans”). All Landlord Improvements shall not relieve the Borrowers from their obligations to perform and complete the related Work as herein provided or to fulfill all other preservation and maintenance covenants in the Loan Documents. (ii) If Lender determines in its reasonable discretion that any Work is not being be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender using new first grade quality materials. Landlord shall have the option be responsible to withhold disbursement for such unsatisfactory work obtain all necessary governmental and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender municipal approvals and permits required as a condition precedent to the Borrowers performance and installation of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days, subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may beLandlord Improvements, and apply amounts contained in the applicable Work Reserve toward the labor all costs and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. (iii) In order to facilitate Lender's completion or making of any Work expenses incurred by Landlord pursuant to Section 6.7(B)(ii) above, the Borrowers grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender this sentence shall be deemed to constitute Work Cost, as defined below. The Final Plans have been advanced under prepared by LHB Engineers and Architects (“Architect“). All work required for the Loan to construction and installation of the Borrowers and secured Landlord Improvements (“Work”) shall be performed only by the applicable Mortgage. For this purposeLandlord’s contractor(s) (collectively, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution “Contractor”). Landlord shall use its good faith efforts to complete or undertake cause the applicable Landlord Improvements to be substantially completed by March 31, 2005 (the “Scheduled Commencement Date”); however, as described in Paragraph 6 below, the Commencement Date may not actually occur on the Scheduled Commencement Date. The costs to construct the Landlord Improvements, including, but not limited to, the cost to prepare the Final Plans (collectively, the “Work Cost”), shall be paid for by Landlord (except as otherwise specifically set forth below): provided, however, that in the name no event shall Landlord be obligated to pay a Work Cost in excess of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable amount that it costs to complete the same; (iii) to employ Landlord Improvements as described on Schedule I, unless such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the Borrowers which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings excess is incurred in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement. (iv) Nothing in this Section shall: (i) make Lender a Substitution, as set forth below. Tenant shall be solely responsible for making or completing (and shall promptly reimburse Landlord for) any Work; (ii) require Lender to expend funds in addition to the amounts on deposit in the applicable Work Reserve to make or complete any Work; (iii) obligate Lender to proceed with any Work; or (iv) obligate Lender to demand from the Borrowers additional sums to make or complete any Work. (v) The Borrowers shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect or inspector) or third parties performing any Work pursuant to this Section 6.7 to enter onto any Property during normal business hours upon reasonable notice (subject to the rights of tenants under their Leases) to inspect the progress of any Work and all materials being used in connection therewith, to examine all plans and shop drawings relating thereto which are or may be kept at any Property, and to complete any Work made pursuant to Section 6.7(B)(ii). The Borrowers shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above amount incurred in connection with inspections described in this Section 6.7(B) or the completion of the Work pursuant to this Section 6.7(B)Change Orders as set forth below. (vi) All Work and all materials, equipment, fixtures and any other item comprising a part thereof shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for the Permitted Encumbrances). (vii) All Work shall comply with all applicable legal requirements of all Governmental Authorities having jurisdiction over the Properties and applicable insurance requirements, including, without limitation, applicable building codes, special use permits, environmental regulations and requirements of insurance underwriters.