Common use of The Improvements Clause in Contracts

The Improvements. The Borrower has submitted to the Lender and the Construction Consultant a set of final plans and specifications for the Improvements prepared by the Architect, as more particularly described in Exhibit C attached hereto (hereinafter referred to as the “Plans and Specifications”), which Plans and Specifications have been reviewed and accepted by the Lender and the Construction Consultant. The Borrower acknowledges that (i) the Construction Consultant has been retained by the Lender to act as a consultant and only as a consultant to the Lender in connection with the construction of the Improvements, (ii) the Construction Consultant shall in no event or under any circumstance have any power or authority to make any decision or to give any approval or consent or to do any other act or thing which is binding upon the Lender and any such purported decision, approval, consent, act or thing by the Construction Consultant on behalf of the Lender shall be void and of no force or effect, (iii) the Lender reserves the right to make any and all decisions required to be made by the Lender under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by the Lender under this Agreement and to accept or not accept any matter or thing required to be accepted by the Lender under this Agreement, in each instance, in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion), subject to the provisions hereof but without in any instance being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant to the Lender or any other person or party with respect thereto, (iv) the Lender reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to the Lender or any other person or party, and (v) the Lender reserves the right in its sole and absolute discretion to replace the Construction Consultant with another construction consultant at any time and without prior notice to or approval by the Borrower. The Borrower represents and warrants to the Lender that the Plans and Specifications have been submitted to the General Contractor, and the General Contractor has agreed to perform its obligations under the Design Build Contract in a manner consistent with the requirements of the Plans and Specifications. The Borrower represents and warrants to the Lender that (i) to the extent required by law on the basis of the present stage of development and construction of the Improvements, the Borrower has obtained from the appropriate Governmental Authorities all required approvals (including, without limitation, all environmental approvals) with respect to the Plans and Specifications and the Improvements, and (ii) all necessary permits, certificates, licenses and other approvals required for the construction of the Improvements have to the extent required by applicable law been issued or obtained from the appropriate Governmental Authorities and (iii) the Improvements and their contemplated use will upon completion in accordance with the Plans and Specifications comply with all applicable zoning resolutions, building codes, environmental and other applicable laws, rules and regulations. Subject to the provisions of paragraph 4 of this Agreement, each addition or modification to the Plans and Specifications must be acceptable to the Lender, the Construction Consultant and, to the extent required by law, shall be approved by the appropriate Governmental Authorities. The Borrower shall not commence any work on any stage or phase of the Improvements unless all required permits, certificates, licenses and approvals therefor have been issued or obtained from appropriate Governmental Authorities. The Borrower shall construct and equip the Improvements substantially in accordance with the Plans and Specifications free and clear of all mechanics’ liens, notices of pendency, or comparable liens or filings and all other liens, encumbrances and security instruments of any nature whatsoever (other than those permitted under the Mortgage and the Mortgage and other exceptions to title specifically set forth in the policy of title insurance insuring the lien of the Mortgage or as may otherwise be permitted under the Mortgage or specifically approved by the Lender). The Lender shall without additional cost or expense have the use of the Plans and Specifications as accepted by the Lender and the Construction Consultant upon the occurrence and during the continuance (for the purposes of this Agreement, the term “continuance” shall refer to an Event of Default beyond any notice or cure period which shall not have been waived by the Lender in writing) of an Event of Default under the Loan Documents. The Improvements shall be constructed and equipped in compliance with the provisions of this Agreement, the Loan Agreement and the requirements of the Governmental Authorities and the appropriate Board of Fire Underwriters, if any, or other similar body, if any, acting in and for the locality in which the Premises are situated. Compliance with the provisions of this paragraph and any other provisions of this Agreement relating to the construction and equipping of the Improvements shall be determined by the Lender in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion). At all times the Lender, the Construction Consultant and their respective agents and employees, shall have the right of entry and free access to the Premises to inspect the Improvements (subject to the rights of existing subtenants under subleases for portions of the Premises and provided that such inspections do not unreasonably interfere with the construction of the Improvements).

The Improvements. The (a) Borrower has submitted covenants: (1) not to remove or demolish the Property or any part thereof, not to alter, restore or add to the Lender Property and not to initiate or acquiesce in any change in any zoning or other land classification which affects the Construction Consultant a set of final plans and specifications Property without Administrative Agent’s prior written consent or as provided hereunder except for the Improvements prepared by the Architect, as more particularly described in Exhibit C attached hereto (hereinafter referred to as the “Plans and Specifications”), which Plans and Specifications have been reviewed and accepted by the Lender and the Construction Consultant. The Borrower acknowledges that (i) the Construction Consultant has been retained by the Lender to act as a consultant and only as a consultant to the Lender Tenant Improvement work provided for in connection with the construction of the Improvementsany Lease, (ii) the Construction Consultant shall in no event or under any circumstance have any power or authority to make any decision or to give any approval or consent or to do any other act or thing which is binding upon the Lender and any such purported decision, approval, consent, act or thing by the Construction Consultant on behalf of the Lender shall be void and of no force or effectUpgrade Work, (iii) any alteration (other than the Lender reserves Upgrade Work) of the right Property, the cost of which in the aggregate does not exceed the Alteration Threshold and is not reasonably expected to make any have a Material Adverse Effect, and all decisions required to be made by the Lender under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by the Lender under this Agreement and to accept or not accept any matter or thing required to be accepted by the Lender under this Agreement, in each instance, in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion), subject to the provisions hereof but without in any instance being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant to the Lender or any other person or party with respect thereto, (iv) Permitted Transfers, (2) except as contemplated in the Lender reserves definition of Permitted Transfers, to complete or restore promptly and in good and workmanlike manner the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to the Lender Property or any other person part thereof which may be damaged or partydestroyed, and without regard to whether the Administrative Agent elects to require that insurance proceeds be used to reduce the Loan as provided in Section 4.8; (v) the Lender reserves the right in its sole and absolute discretion to replace the Construction Consultant with another construction consultant at any time and without prior notice to or approval by the Borrower. The Borrower represents and warrants to the Lender that the Plans and Specifications have been submitted to the General Contractor, and the General Contractor has agreed to perform its obligations under the Design Build Contract in a manner consistent with the requirements of the Plans and Specifications. The Borrower represents and warrants to the Lender that (i3) to comply with all covenants, conditions, restrictions and equitable servitudes, whether public or private, of every kind and character which affect the extent required by law on the basis of the present stage of development Property and construction of the Improvementspertain to acts committed or conditions existing thereon, the Borrower has obtained from the appropriate Governmental Authorities all required approvals (including, without limitation, all environmental approvalsany work, alteration, improvement or demolition mandated by such laws, covenants or requirements unless such failure to comply is not reasonably expected to have a Material Adverse Effect; (4) with respect not to commit or permit material waste of the Property; and (5) not to consent to or commence any alteration or other project that does not require alterations to the Plans and Specifications and Property but for which Borrower will incur costs in an aggregate amount in excess of $10,000,000.00, without the Improvementsconsent of Administrative Agent, and which consent shall not be unreasonably withheld, conditioned or delayed. (b) Any failure of Administrative Agent to respond to Borrower’s written request for consent or approval made to Administrative Agent pursuant to this Section 4.9 within ten (10) Business Days of the date of any such request shall be deemed to constitute Administrative Agent’s consent or approval, as applicable, provided that Borrower’s request (i) is made in accordance with the notice provisions of this Agreement; (ii) all necessary permits, certificates, licenses and other approvals required for the construction is accompanied by a copy of the Improvements have plans and specifications, document or instrument for which consent or approval is being requested and all other documents and information reasonably requested by, and reasonably necessary for, Administrative Agent to the extent required by applicable law been issued or obtained from the appropriate Governmental Authorities evaluate such decision and (iii) the Improvements and their contemplated use will upon completion states prominently in accordance with the Plans and Specifications comply with all applicable zoning resolutions, building codes, environmental and other applicable laws, rules and regulations. Subject bold capital letters that Administrative Agent’s failure to the provisions of paragraph 4 of this Agreement, each addition respond within such time period may result in deemed consent or modification to the Plans and Specifications must be acceptable to the Lender, the Construction Consultant and, to the extent required by law, shall be approved by the appropriate Governmental Authorities. The Borrower shall not commence any work on any stage or phase of the Improvements unless all required permits, certificates, licenses and approvals therefor have been issued or obtained from appropriate Governmental Authorities. The Borrower shall construct and equip the Improvements substantially in accordance with the Plans and Specifications free and clear of all mechanics’ liens, notices of pendency, or comparable liens or filings and all other liens, encumbrances and security instruments of any nature whatsoever (other than those permitted under the Mortgage and the Mortgage and other exceptions to title specifically set forth in the policy of title insurance insuring the lien of the Mortgage or as may otherwise be permitted under the Mortgage or specifically approved by the Lender). The Lender shall without additional cost or expense have the use of the Plans and Specifications as accepted by the Lender and the Construction Consultant upon the occurrence and during the continuance (for the purposes of this Agreement, the term “continuance” shall refer to an Event of Default beyond any notice or cure period which shall not have been waived by the Lender in writing) of an Event of Default under the Loan Documents. The Improvements shall be constructed and equipped in compliance with the provisions of this Agreement, the Loan Agreement and the requirements of the Governmental Authorities and the appropriate Board of Fire Underwriters, if any, or other similar body, if any, acting in and for the locality in which the Premises are situated. Compliance with the provisions of this paragraph and any other provisions of this Agreement relating to the construction and equipping of the Improvements shall be determined by the Lender in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion). At all times the Lender, the Construction Consultant and their respective agents and employees, shall have the right of entry and free access to the Premises to inspect the Improvements (subject to the rights of existing subtenants under subleases for portions of the Premises and provided that such inspections do not unreasonably interfere with the construction of the Improvements)approval.

The Improvements. The Borrower has submitted to the Lender Bank and the Construction Consultant a set of final plans and specifications for the Improvements prepared by the ArchitectConstruction Manager, as more particularly described in Exhibit C attached hereto hereto, which shall include the construction of an additional well and septic system, (hereinafter referred to as the “"Plans and Specifications”"), which Plans and Specifications have been reviewed and accepted by the Lender Bank and the Construction Consultant. The Borrower acknowledges that (i) the Construction Consultant has been retained by the Lender Bank to act as a consultant and only as a consultant to the Lender Bank in connection with the construction of the Improvements, (ii) the Construction Consultant shall in no event or under any circumstance have any power or authority to make any decision or to give any approval or consent or to do any other act or thing which is binding upon the Lender Bank and any such purported decision, approval, consent, act or thing by the Construction Consultant on behalf of the Lender Bank shall be void and of no force or effect, (iii) the Lender Bank reserves the right to make any and all decisions required to be made by the Lender Bank under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by the Lender Bank under this Agreement and to accept or not accept any matter or thing required to be accepted by the Lender Bank under this Agreement, in each instance, instance in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion), subject to the provisions hereof but and without in any instance being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant to the Lender Bank or any other person or party with respect thereto, (iv) the Lender Bank reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to the Lender Bank or any other person or party, and (v) the Lender Bank reserves the right in its sole and absolute discretion to replace the Construction Consultant with another construction consultant selected by the Bank and approved by the Borrower at any time and without prior notice to (vi) Borrower shall not in any event rely upon any purported decision, approval, consent, act or approval thing by the BorrowerConstruction Consultant. The Borrower represents and warrants to the Lender Bank that the Plans and Specifications are complete in all material respects and have been submitted to the General ContractorConstruction Manager, and the General Contractor Construction Manager has agreed to perform its obligations under the Design Build General Construction Contract in a manner consistent with the requirements of the Plans and Specifications. The Borrower represents and warrants to the Lender Bank that (i) to the extent required by law on the basis of the present stage of development and construction of the Improvements, the Borrower has obtained from the appropriate Governmental Authorities all required approvals (including, without limitation, all environmental approvals) with respect to the Plans and Specifications and the Improvements, and (ii) all necessary permits, certificates, licenses and other approvals required for the construction of the Improvements have to the extent required by applicable law been issued or obtained from the appropriate Governmental Authorities and (iii) all necessary permits, certificates, licenses, and other approvals required for construction of the Improvements shall be unconditional, valid, final, and their contemplated use will upon completion shall fully authorize Borrower to commence and complete the Project as set forth in accordance with the Plans and Specifications comply with all applicable zoning resolutions, building codes, environmental and other applicable laws, rules and regulationsSpecifications. Subject to the provisions of paragraph 4 of this Agreement, each addition or modification to the Plans and Specifications or to the Construction Contract must be acceptable to the LenderBank, the Construction Consultant and, to the extent required by law, shall be approved and permitted by the appropriate Governmental Authorities. The Borrower shall not commence any work on any stage or phase of the Improvements unless all required permits, certificates, licenses and approvals therefor have been issued or obtained from appropriate Governmental Authorities. The Borrower shall construct and equip the Improvements substantially in accordance with the Plans and Specifications free and clear of all mechanics’ ' liens, notices of intention to file mechanic's lien, notices of pendency, stop orders or comparable liens or filings and all other liens, encumbrances and security instruments of any nature whatsoever (other than those permitted under the Mortgage and the Mortgage and other exceptions to title specifically set forth in the policy of title insurance insuring the lien of the Mortgage or as may otherwise be permitted under the Mortgage or specifically approved by the LenderBank). The Lender Bank shall without additional cost or expense have the use of the Plans and Specifications as accepted by the Lender Bank and the Construction Consultant upon the occurrence and during the continuance (for the purposes of this Agreement, the term “continuance” shall refer to an Event of Default beyond any notice or applicable grace and cure period which shall not have been waived by the Lender in writing) of an Event of Default a default under the Loan Documents. The Improvements shall be constructed and equipped in compliance with the provisions of this Agreement, the Loan Agreement and the requirements of the Governmental Authorities and the appropriate Board of Fire Underwriters, if any, or other similar body, if any, acting in and for the locality in which the Premises are situated. Compliance with the provisions of this paragraph and any other provisions of this Agreement relating to the construction and equipping of the Improvements shall be determined by the Lender Bank in its reasonable discretion (provided that after an Event of Default hereunder, any decision or consent to be made herein shall be made at the Lender’s sole and absolute discretion). At all times and without notice, the LenderBank, the Construction Consultant and their respective agents and employees, shall have the right of entry and free access to the Premises to inspect the Improvements (subject Improvements, and to the rights of existing subtenants under subleases any off-site location to inspect any off- site stored materials for portions of the Premises and provided that such inspections do not unreasonably interfere with the construction of the Improvements)which Bank is permitting money to be advanced hereunder.