Common use of Construction Contract Clause in Contracts

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

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

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

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

Construction Contract. To No later than the extent applicabledate set forth in the Schedule of Performance, a general the Developer shall submit to the Director for its limited approval the proposed construction contract for the Improvements. The Director's review and approval shall be limited exclusively to a determination whether (a) the "Construction Contract"), guaranteed maximum construction cost set forth in form and content the construction contract is consistent with the approved Financing Plan; (b) the construction contract is with a reputable licensed contractor reasonably acceptable to Borrower the Director; and Lender(c) the construction contract contains provisions consistent with Section 3.11 and Article 5 of this Agreement. Upon receipt by the Director of the proposed construction contract, has been executed the Director shall promptly review same and approve it within ten (10) days if it satisfies the limited criteria set forth above. If the construction contract is not approved by the Director, the Director shall set forth in writing and between notify the Applicable Underlying Borrower and Developer of the Director's reasons for withholding such approval. The Developer shall thereafter submit a general contractor acceptable to Borrower and Lender revised construction contract for Director approval, which approval shall be granted or denied in ten (the "General Contractor"), to construct the Financed Improvements 10) days in accordance with the Plans therefor criteria and all Applicable Lawsprocedures set forth above. Failure of the Director to respond within the ten (10)-day period(s) set forth above shall be deemed approval by the Director. The Construction Contract provisions of this Section relating to time periods for approval, disapproval, and resubmission of the construction contract shall containcontinue to apply until such agreement has been approved by the Director. Any construction contract executed by the Developer for the Improvements shall be in a form approved or deemed approved by (or deemed approved by) the Director; provided, however, such approval shall in addition no way be deemed to be a representation by the County regarding the business advantage or the enforceability of such contract, or constitute approval of or concurrence with any other provisions relating to construction term or condition of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete construction contract. Director approval of the construction contract shall merely constitute satisfaction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner condition set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requirethis Section.

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

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

Construction Contract. To the extent applicable, Completion. Contemporaneously herewith --------------------------------- Thermo and Rocky Mountain have entered into a general construction contract in substantially the form attached hereto as Exhibit F the (the "Construction Contract"). The Construction Plans shall be incorporated by reference into the Construction Contract promptly after the Construction Plans have been delivered to Thermo by Rocky Mountain and have been approved by Thermo. Not less than eight (8) months prior to the date on which Thermo anticipates that the initial Date of Commercial Operation of the Plant shall occur, in form and content acceptable Thermo shall give "Notice to Borrower and LenderProceed" to the Contractor under the Construction Contract, has been executed accompanied by and between any Notice to Proceed payment required by the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Construction Contract. Rocky Mountain, acting as Contractor"), shall thereupon proceed expeditiously to construct the Financed Improvements in accordance with Facility pursuant to the Plans therefor and all Applicable Laws. The Construction Contract shall containso as to achieve Substantial Completion not later than eight (8) months after Notice to Proceed is given, subject to extension as expressly provided in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance Construction Contract (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable . The Completion Date shall also be subject to Borrower and Lender; (ii) A provision extension to the extent that the General anticipated initial Date of Commercial Operation provided in paragraph 3.1 is extended. Both Thermo and Rocky Mountain shall use their best efforts to coordinate their respective construction activities on the Project Site in such a manner to avoid materially impeding each other with respect to completion of the Plant and the Facility. All vendors and subcontractors for the Facility proposed to be engaged by Rocky Mountain acting as Contractor shall be subject to review and prior approval by Thermo. Subject to active interference with the prosecution of the Work which materially delays Rocky Mountain acting as Contractor and each subcontractor is caused solely by Thermo or any person having a direct contract with Thermo for construction of the Plant, Rocky Mountain, acting as Contractor, shall (and materialman shallhereby does) guarantee to Thermo that the Facility shall be Substantially Complete and ready for use, as a precondition and occupancy, not later than the Completion Date. Should the "Project Manager" under the Construction Contract notify Thermo that it appears to the filing Project Manager, after due investigation and consultation with Rocky Mountain that Rocky Mountain is not proceeding so as to cause the Facility to be Substantially Complete by such Date, Thermo may, subject to such rights of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount cure as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment provided under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or exercise its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that rights under the Construction Contract may not be terminated by to declare Rocky Mountain in default thereunder and, at Thermo's option, terminate the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision thatConstruction Contract or, upon the occurrence of a default or an event of default under without terminating the Construction Contract, finish the General Contractor will, at Work as provided in the request Construction Contract. This paragraph 6.4 is subject to the provisions for extension of Borrower or Lender, continue to perform thereunder until construction of time provided in the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireConstruction Contract.

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

Construction Contract. To the extent applicable, a Lender shall have received and approved --------------------- each general construction contract (the "Construction Contract"), in form and content acceptable executed --------------------- or to Borrower and Lender, has been be executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Resort ------------------ Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Resort Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete the construction of the Financed Resort Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion making of any related rights, provide Advance hereunder (including the final Advance for Retainage) execute and deliver to Borrower and Lender with thirty conditional or unconditional lien waivers (30as required by this Agreement) days' prior written notice thereofin any form and substance approved by Lender; (iii) A provision for such Holdback Amount Retainage of 10% of the Hard Costs payable Schedule 4.1 -- Page 5 of 8 ------------ thereunder or a lesser amount, if any, as Borrower and Lender may consider appropriate under the circumstances, which Holdback Amount Retainage shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writingherein; (iv) A provision that prior to final payment under the Construction ContractContract (including Retainage), the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, Borrower and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that the Construction Contract may not be terminated by the General Contractor until unless Borrower's default thereunder continues for a period of thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Resort Improvements has have been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall require.

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

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

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

Construction Contract. To the extent applicable, Landlord shall enter into a general construction contract (the "Construction Contract"), in form and content acceptable to Borrower and Lender, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions: (i) An agreement to supply and/or furnish all labor, supervision, materials, supplies, and equipment necessary to complete General Contractor for the construction of the Financed ImprovementsBuilding (the “Building Work Contract”), on and Tenant shall enter into a construction contract with the General Contractor for the TI Work (the “TI Work Contract”), each of which shall be subject to approval by the other party hereto, which approval shall not be unreasonably withheld, conditioned or before the date which is eighteen (18) months following the date delayed, and approval of its Mortgagee, if required. Each of the Initial Underlying Loan Advance Building Work Contract and the TI Work Contract (each, a “Construction Contract” and collectively, the "Completion Date")“Construction Contracts”) will be on a “cost plus, for not more than with a guaranteed maximum fixed price” basis. Each Construction Contract will provide: (i) that retainage on all payments (except for General Conditions Costs (as defined below)) shall be no less than 10% (or the amount required by law) until 50% of the work covered by such Construction Contract (as the case may be, the “Contract Work”) is completed, after which the retainage shall be no less than 5% (or the amount required by law), but in no case shall the retainage ever be less than 5% of the contract price or the amount of retainage required by law (the “Retainage”) until the Contract Work is completed to Landlord’s and Tenant’s reasonable satisfaction in accordance with this Lease, with releases of Retainage attributable to any particular subcontract subject to: (A) satisfactory completion of all work required under such subcontract, and (B) receipt of lien waivers reasonably acceptable to Borrower Landlord and Lender; Tenant; (ii) A provision that Tenant and Landlord must approve any changes to the Building Plans and the Approved Plans as required by and in accordance with this Lease; (iii) that General Contractor shall provide a credit associated with any deductive change order (which will include a corresponding decrease in Contractor’s Fee; (iv) that General Contractor shall work with Landlord and Tenant to assess the various options available to reduce costs throughout the completion of the Contract Work; (v) that General Contractor shall, to the extent permitted by law, indemnify, defend and hold Landlord, the Landlord Parties, Tenant and the Tenant Parties harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from actual or threatened claims by third parties arising in connection with the completion of the Landlord’s Work, the TI Work, and General Contractor’s activities on or about the Premises, except to the extent caused by the party to be indemnified; (vi) that the total amount of General Contractor’s compensation for its overhead and profit, and for expenses that are not a direct cost of the Contract Work, shall not exceed five percent (5%) of the total amount of the Construction Contract (“Contractor’s Fee”), and any change orders that affect the Cost Estimate, including additions and reductions, will result in proportionate changes to the Contractor’s Fee, both upward and downward, calculated on the same stipulated percentage; (vii) that any subcontractor or supplier fee as compensation for its overhead and profit, and for expenses that are not a direct cost of the Contract Work (“Subcontractor’s Fee”) for a change order requested by T▇▇▇▇▇, shall not exceed fifteen percent (15%) of such increased cost; (viii) that General Contractor shall provide Landlord and Tenant with a detailed itemization of the types, categories and amounts of costs to be included in General Contractor’s general conditions costs, which shall be a stipulated amount or rate (the “General Conditions Costs”); (ix) intentionally omitted; (x) that, at Tenant’s option, General Contractor will require each first (1st) tier subcontractor to provide lien waivers in a form and materialman shallsubstance reasonably acceptable to Landlord, as to the construction of the Building, and Tenant, as to the TI Work, as a precondition condition to such subcontractor’s right to receive its final payment relating to such Contract Work, as the case may be; (xi) that Tenant is an intended third-party beneficiary of the Building Work Contract, and Landlord is an intended third-party beneficiary of the TI Work Contract; (xii) that any work for construction of the Building performed on a cost-plus basis shall be subject to the filing of a claim of mechanics' lien or the assertion of requirement that any related rightsand all costs and expenses, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstancesincluding insurance premiums, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form commercially-reasonable and content of which are approved by Lender in writing; substantiated with detailed documentation to be provided to Landlord and Tenant upon request; and (ivxiii) A provision that prior will secure Landlord’s and Tenant’s rights to final payment audit all costs under the Construction Contracts. Promptly upon request and in any event within ninety (90) days after the Effective Date, Landlord shall provide Tenant with a copy of the executed Building Work Contract, the General Contractor shall deliver to the Applicable Underlying Borrowertogether with all schedules, Borrowerexhibits, and Lender any amendments, and Tenant shall provide Landlord with a copy of the executed TI Work Contract, together with all schedules, exhibits, and any amendments. Until each Construction Contract has been executed, each party shall, upon request by the other party hereto, provide the requesting party with a copy of the latest draft of its respective Construction Contract. Subject to Section 4 above, Landlord shall not amend or modify the Building Work Contract without Tenant’s prior written consent if the amendment or modification would (Aw) a final make the Construction Contract’s provisions inconsistent with the requirements set forth above in this Section 7, (x) adversely affect any potential savings on the Cost Estimate, or (y) delay the Lease Commencement Date. Tenant may withhold its consent to any such amendment or modification in Tenant’s reasonable discretion. 7.1.2.1 Landlord hereby assigns to Tenant all warranties and complete release of Liens signed guaranties by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate any subcontractor relating to the TI Work or any other portion of substantial completion the Landlord Work to be maintained by Tenant pursuant to the Lease. In the event of any TI Work or its legal equivalent with a punch list executed by approved Alterations modifying any Building Systems, Landlord shall use commercially-reasonable efforts to obtain assurances from the Applicable Underlying Borrower, applicable issuing parties that applicable warranties as to the General Contractor, and the Architect; (v) A provision that the Construction Contract may affected Building Systems will not be terminated voided by the General Contractor until thirty (30) days after delivery of a written notice of the Applicable Underlying Borrower's default to Borrower such modifications, provided such work is performed by L▇▇▇▇▇▇▇’s contractors and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially in compliance with reasonable provisions as Borrower or Lender shall requireconditions associated therewith.

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

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

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

Construction Contract. To A copy of the extent applicable, a general applicable site-work or construction contract with the contractor who will perform the site-work or construct the improvements (the "each a “Contractor”, and each construction contract a “Construction Contract"”). In addition, in form and content acceptable to Borrower and Lenderif the Project Property is the Mortgaged Property or if GMAC has made other loans that are secured by the applicable Project Property, has been executed by and between the Applicable Underlying Borrower and a general contractor acceptable to Borrower and Lender (the "General Contractor"), to construct the Financed Improvements in accordance with the Plans therefor and all Applicable Laws. The Construction Contract shall contain, in addition to any other provisions relating to construction of the Financed Improvements that Borrower or Lender may reasonably require, the following provisions:Borrowers shall (ia) An agreement execute and deliver to supply and/or furnish all labor, supervision, materials, supplies, GMAC an Assignment of Borrower’s Interest in Construction Documents substantially similar to that attached hereto as Exhibit E and equipment necessary made a part hereof (provided that if Borrowers are not a party to complete the construction of the Financed Improvements, on or before the date which is eighteen (18) months following the date of the Initial Underlying Loan Advance (the "Completion Date"), for not more than a guaranteed maximum fixed price acceptable to Borrower and Lender; (ii) A provision that the General Contractor and each subcontractor and materialman shall, as a precondition to the filing of a claim of mechanics' lien or the assertion of any related rights, provide Borrower and Lender with thirty (30) days' prior written notice thereof; (iii) A provision for such Holdback Amount as Borrower and Lender consider appropriate under the circumstances, which Holdback Amount shall be released in the manner set forth in the Applicable Underlying Loan Documents, the form and content of which are approved by Lender in writing; (iv) A provision that prior to final payment under the Construction Contract, the General Contractor shall deliver to the Applicable Underlying Borrower, Borrower, and Lender (A) a final and complete release of Liens signed by the General Contractor and all subcontractors and materialmen performing work or supplying materials; and (B) a certificate of substantial completion or its legal equivalent with a punch list executed by the Applicable Underlying Borrower, the General Contractor, and the Architect; (v) A provision that “owner” specified in the Construction Contract will execute the Assignment of Borrower’s Interest in Construction Contract along with the applicable Borrowers), and (b) cause to be executed by each Contractor and delivered to GMAC, a Contractor Consent and Agreement and an Agreement of Subordination of Lien by Contractor substantially similar to those attached hereto as Exhibit F and Exhibit G, respectively, and made a part hereof. If the Project Property is the Mortgaged Property or if GMAC has made other loans that are secured by the applicable Project Property, (i) each Construction Contract must be approved by GMAC and Borrowers may not make changes in the Construction Contract without the prior written approval of GMAC, and (ii) Borrowers shall not approve or allow any change orders to the Construction Contract without the prior written consent of GMAC, except that GMAC’s prior written consent shall not be terminated required with respect to individual change orders involving a cost increase or decrease of less than Two Hundred Fifty Thousand Dollars ($250,000) (provided that individual change orders shall not be used to circumvent this consent requirement). Notwithstanding the foregoing, Borrowers shall not be required to obtain GMAC’s consent to any change order involving a cost increase paid for entirely out of Borrowers’ funds, although Borrowers shall deliver notice thereof to GMAC reasonably promptly after it occurs. If the Project Property is the Mortgaged Property or if GMAC has made other loans that are secured by the General Contractor until thirty (30) days after delivery applicable Project Property, Borrowers shall obtain the prior written approval of a written notice GMAC prior to any change order which requires the approval of the Applicable Underlying Borrower's default municipality in which the Project Property is located, whether or not GMAC’s approval is required. GMAC shall be furnished with copies of all change orders issued over Two Hundred Fifty Thousand Dollars ($250,000) whether or not GMAC’s prior written consent with respect thereto has been required hereunder or obtained pursuant hereto. GMAC may require Borrowers to Borrower and Lender (or such longer period after said delivery as may be reasonably necessary to cure a default thereunder) and may not be terminated by advance any sums required for the General Contractor by reason of the bankruptcy or insolvency of the Applicable Underlying Borrower; (vi) A provision that, upon the occurrence of a default or an event of default under the Construction Contract, the General Contractor will, at the request of Borrower or Lender, continue to perform thereunder until construction of the Financed Improvements has been completed; and (vii) Such other commercially reasonable provisions as Borrower or Lender shall requireimprovements and/or acquisition of the real estate over and above the proceeds of the Construction Loans prior to any advances by GMAC.

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