Common use of Performance of Work Clause in Contracts

Performance of Work. If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement.

Performance of Work. Landlord agrees to use commercially reasonable efforts to substantially complete Landlord's Work on or before June 1, 1998 (the "Anticipated Completion Date"). If Lender determines Tenant (i) fails or omits to supply additional information which may be requested, or fails to approve requests for change orders or in its reasonable discretion that giving authorizations or materially interferes with the performance of Landlord's Work for any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Phase in the exercise of due diligence its rights pursuant to cure Paragraph G hereof, or (ii) changes the scope of Landlord's Work for any Phase or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Landlord's Work for any Phase and Landlord gives Tenant written notice of such unsatisfactory workdelay ((i) and (ii) collectively, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof"TENANT DELAYS"), Lender may proceed under existing contracts or contract with third parties to complete such Work, as then the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Rent Commencement Date shall be deemed to have been advanced under occurred as of the Loan date the Rent Commencement Date would have occurred in accordance with the terms hereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Tenant's occupancy. Landlord agrees to use reasonable efforts to accelerate construction or reschedule certain portions of the Borrowers Landlord's Work to make up for lost time due to any delays, provided that Landlord shall not be required to incur additional costs as a result thereof and secured any overtime costs incurred by the Pledge AgreementLandlord as a result of accelerating construction due to Tenant Delays shall be Tenant change orders. For this purposeAttached hereto as Exhibit B-3 is a schedule of certain dates, including, without limitation, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power dates of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) delivery to use any funds in Tenant of the applicable Work Reserve for the purpose of making or completing any Work; Plans and portions thereof, (ii) to make such additionsapproval by Tenant of the Plans and portions thereof, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractorscommencement of construction, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) anticipated dates of Substantial Completion of Landlord's Work and delivery to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion Tenant. Landlord agrees to give Tenant notice of any Work, anticipated Tenant Delays (or for clearance of title; (vincreased costs) to execute all applications as soon as reasonably practicable and certificates in the name shall give Tenant its good faith estimate of the applicable Mortgage Borrower estimated net increase in time and cost which may be required by any would result from the change. Tenant shall have the right to withdraw the change order if it does not accept the impact of the contract documents; (vi) delay or price increase, provided that Tenant shall nonetheless be responsible for any increase in its reasonable discretion, to prosecute time and defend all actions or proceedings in connection with any Property or cost which results from the rehabilitation and repair of request for such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementchange.

Performance of Work. If Lender determines in its reasonable discretion that any Work is not being Except for demolition work (which may be performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender prior to the Borrowers Landlord's Work in the Server and Electrical Room), Landlord agrees to commence construction of such unsatisfactory work without Landlord's Work in the cure thereof Server and Electrical Room prior to commencing construction on other Landlord's Work. Xxxxxxxx agrees to use commercially reasonable efforts to substantially complete the Landlord's Work in the Server and Electrical Room on or before October 15, 2008 and to substantially complete the remaining Landlord's Work on or before January 1, 2009 (orthe "Anticipated Completion Date"). If Tenant (i) fails or omits to supply additional information which may be requested, if such unsatisfactory work is susceptible or fails to approve requests for change orders or in giving authorizations or materially interferes with the performance of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Landlord's Work in the exercise of due diligence its rights pursuant to cure Paragraph G hereof, or (ii) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Xxxxxxxx's Work and Landlord gives Tenant written notice of such unsatisfactory workdelay, up or (iii) fails to a maximum of an additional sixty deliver this Lease, executed by Xxxxxx, with final plans for Landlord's Work attached, to Landlord by July 15, 2008 (60) days subject to Force Majeure, without the cure thereof(i), Lender may proceed under existing contracts or contract with third parties to complete such Work(ii) and (iii) collectively, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C"Tenant Delays"), then the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Rent Commencement Date shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name occurred as of the Borrowers pursuant date the Rent Commencement Date would have occurred in accordance with the terms hereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Xxxxxx's occupancy. Xxxxxxxx agrees to Section 6.7(B)(ii) above. Such power use reasonable efforts to accelerate construction or reschedule certain portions of attorney the Landlord's Work to make up for lost time due to any delays, provided that Landlord shall not be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be deemed Tenant change orders. Xxxxxxxx agrees to give Tenant notice of any anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the estimated net increase in time and cost which would result from the change. Tenant shall have the right to withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be a power coupled with an interest responsible for any increase in time and cannot be revoked. Upon cost which results from the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required request for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementchange.

Performance of Work. If Lender determines in As soon as practicable after Tenant and Landlord initial and attach to the Lease as Exhibit B-2 a true and complete copy of the Approved Final Drawings for each Phase, Landlord (acting on behalf of Tenant) shall submit the Approved Final Drawings for such Phase to the governmental authorities having rights of approval over the Work and shall apply for the necessary approvals and building permits. Landlord and Tenant agree that the Approved Final Drawings for the Phase I Tenant Improvements will not be put out for bid to general contractors as was contemplated by the original Lease; rather, as soon as practicable after Landlord or its reasonable discretion that any Work is not being performed in representatives have received all necessary approvals and building permits for the Phase I Tenant Improvements, Landlord and Tenant will cause the General Contractor to award subcontracts for the Phase I Tenant Improvements for the following trades on a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannerdesign/build basis: plumbing, Lender mechanical, electrical and fire protection; and to put the Approved Final Drawings for the Phase I Tenant Improvements out for bid to several licensed, bonded and insured subcontractors for the remaining trades. Both Landlord and Tenant shall have the option right to withhold disbursement for such unsatisfactory work and so notify approve the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary selected subcontractors for the Borrowers in Phase I Tenant Improvements, which may or may not be the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderlowest bidders. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers Landlord shall cause the Mortgage Borrowers to grant Lender commencement of construction by the right to enter onto each Property during normal business hours after the expiration General Contractor of the notice specified above Phase I Tenant Improvements as soon as practicable after: (1) roof and perform, subject sprinklers are completed in the shell construction and a signed-off permit is received for the shell sprinkler work; (2) receipt of the signed construction contract between the General Contractor and the Tenant; and (3) receipt of a building permit for the Phase I Tenant Improvements. Except as hereinafter expressly provided to the rights of tenantscontrary, any and all work and labor necessary to complete Landlord shall cause the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name performance of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: Work using (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or except as may be necessary stated or desirable otherwise shown in the Approved Final Drawings) building standard materials, quantities and procedures then in use by Landlord (“Building Standards”). The Phase II Tenant Improvements shall also not be put out for bid to general contractors as was contemplated by the original Lease, but shall be contracted on a design/build basis as described above for the completion Phase I Tenant Improvements, unless otherwise mutually agreed by Landlord and Tenant. Landlord, on behalf of any Workand for the account of Tenant, or for clearance shall maintain, and cause to be maintained, during the construction of title; (v) the Tenant Improvements, to execute all applications the extent that Tenant has not procured such insurance, insurance of the types and certificates in the name amounts specified in Exhibit B-1 attached hereto and in Section 12 of the applicable Mortgage Borrower which may be required by any Lease, together with builders’ risk insurance for the amount of the contract documents; (vi) completed value of the Tenant Improvements on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in its reasonable discretion, to prosecute amounts and defend all actions or proceedings against such risks as the Landlord shall reasonably require in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant Improvements.

Performance of Work. If Lender determines in its reasonable discretion that any Work is not being Except for demolition work (which may be performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender prior to the Borrowers Landlord's Work in the Server and Electrical Room), Xxxxxxxx agrees to commence construction of such unsatisfactory work without Landlord's Work in the cure thereof Server and Electrical Room prior to commencing construction on other Landlord's Work. Xxxxxxxx agrees to use commercially reasonable efforts to substantially complete the Landlord's Work in the Server and Electrical Room on or before October 15, 2008 and to substantially complete the remaining Landlord's Work on or before January 1, 2009 (orthe "Anticipated Completion Date"). If Tenant (i) fails or omits to supply additional information which may be requested, if such unsatisfactory work is susceptible or fails to approve requests for change orders or in giving authorizations or materially interferes with the performance of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Landlord's Work in the exercise of due diligence its rights pursuant to cure Paragraph G hereof, or (ii) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Xxxxxxxx's Work and Landlord gives Tenant written notice of such unsatisfactory workdelay, up or (iii) fails to a maximum of an additional sixty deliver this Lease, executed by Xxxxxx, with final plans for Landlord's Work attached, to Landlord by July 15, 2008 (60) days subject to Force Majeure, without the cure thereof(i), Lender may proceed under existing contracts or contract with third parties to complete such Work(ii) and (iii) collectively, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C"Tenant Delays"), then the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Rent Commencement Date shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name occurred as of the Borrowers pursuant date the Rent Commencement Date would have occurred in accordance with the terms hereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Xxxxxx's occupancy. Xxxxxxxx agrees to Section 6.7(B)(ii) above. Such power use reasonable efforts to accelerate construction or reschedule certain portions of attorney the Landlord's Work to make up for lost time due to any delays, provided that Landlord shall not be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be deemed Tenant change orders. Xxxxxxxx agrees to give Tenant notice of any anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the estimated net increase in time and cost which would result from the change. Tenant shall have the right to withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be a power coupled with an interest responsible for any increase in time and cannot be revoked. Upon cost which results from the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required request for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementchange.

Performance of Work. If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers Borrower with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers Borrower of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers Borrower shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Borrower in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days days, subject to Force Majeure, without the cure thereof), Lender may may, subject to Mortgage Lender's rights under the Mortgage Loan Documents, proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve then held by or on behalf of Lender toward the labor and materials necessary to complete the same, without providing any additional prior notice to the BorrowersBorrower, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement.

Performance of Work. If Lender determines in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers Borrower with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers Borrower of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers Borrower shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers Borrower in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days days, subject to Force Majeure, without the cure thereof), Lender may may, subject to Mortgage Lender's rights under the Mortgage Loan Documents, proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve then held by or on behalf of Lender toward the labor and materials necessary to complete the same, without providing any additional prior notice to the BorrowersBorrower, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C)6.6, the Borrowers Borrower shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement.enter

Performance of Work. If Lender determines All Alterations shall be made at Tenant's sole expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its reasonable discretion that obligation to pay therefor. All work with respect to any Work is not being Alterations shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have be of a quality equal to or exceeding the option then existing construction standards for the Building and must be of a type, and the floors and ceiling must be finished in a manner, customary for general office use and other uses common to withhold disbursement first-class office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such unsatisfactory work work. All Alterations shall be made strictly in accordance with all laws, regulations and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction andordinances relating thereto, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers no interior improvements installed in the exercise Premises may be removed unless the same are promptly replaced with interior improvements of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts same or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderbetter quality. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender Landlord hereby reserves the right to enter onto each Property during normal business hours after require any contractor or mechanic working in the expiration of Premises to provide lien waivers and liability insurance covering the notice specified above and perform, subject Alterations to the rights Premises and to require Tenant to secure, at Tenant's sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. Tenant shall give Landlord ten (10) days written notice prior to the commencement of tenants, any Alterations and all work shall allow Landlord to enter the Premises and labor necessary post appropriate notices to complete the applicable Work and/or employ watchmen avoid liability to protect the Property from damagecontractors or material suppliers for payment for any Alterations. All sums so expended by Lender shall be deemed to have been advanced under the Loan Alterations (including, without limitation, all improvements to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers Premises made pursuant to Section 6.7(B)(ii31, below) aboveshall remain in and be surrendered with the Premises as a part thereof at the termination of this Lease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon termination of this Lease provided that Tenant shall not be obligated to remove Alterations requiring Landlord's consent unless Landlord specified at the time of approving such Alteration that removal would be required at Landlord's request. Such power of attorney In such event, all expenses to restore said space to normal building standards shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required borne by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant.

Performance of Work. If Lender determines All Alterations shall be made at Tenant’s sole expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time reasonably designate, and shall become the property of Landlord without its reasonable discretion that obligation to pay therefor at the expiration or earlier termination of this Lease. All work with respect to any Work is not being Alterations shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have be of a quality equal to or exceeding the option then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to withhold disbursement first-class (Class A) office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such unsatisfactory work work. All Alterations shall be made strictly in accordance with all laws, regulations and so notify ordinances relating thereto, and no interior improvements installed in the Borrowers Premises may be removed unless the same are promptly replaced with reasonable detail regarding interior improvements of the basis for Lender's dissatisfaction same or better quality. Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises and, after as to any proposed Alterations costing in excess of $100,000.00, to require Tenant to secure, at Tenant’s sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant or Tenant’s general contractor carries “Builder’s All Risk” insurance in an amount approved by the Landlord covering the construction of such Alterations, and such other insurance as the Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 14(a) of this Lease immediately upon completion thereof. Tenant shall give Landlord ten (10) days written notice prior to the commencement of any Alterations and shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of forty-five (45) days from this Lease, without disturbance, molestation or injury, provided that Landlord may require any Alterations to be removed upon the giving expiration or earlier termination of this Lease, provided that Landlord shall not be permitted to require removal of any Alterations which, at the time of Landlord’s approval of such notice by Lender Alterations, Landlord agreed would not be subject to such requirement for removal (and Landlord hereby agrees to notify Tenant promptly following request therefor from Tenant, whether any such proposed Alterations shall be subject to such requirement for removal). Further, Tenant shall not be required to remove any of the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers initial Tenant Improvements constructed in the exercise of due diligence Premises pursuant to cure Exhibit F. In such unsatisfactory workevent, up all expenses to a maximum of an additional sixty (60) days subject restore said space to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary normal building standards shall be borne by Tenant. If Tenant fails to complete the same, without providing removal and/or to repair any additional prior notice to damage caused by the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making removal of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed Alterations which are required to be a power coupled with an interest removed as provided above, Landlord may do so and cannot be revoked. Upon may charge the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) cost thereof to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant.

Performance of Work. If Lender determines All Alterations shall be made at Tenant's sole ------------------- expense and by contractors or mechanics approved by Landlord, shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its reasonable discretion that obligation to pay therefor. All work with respect to any Work is not being Alterations shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have be of a quality equal to or exceeding the option then existing construction standards for the Building and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to withhold disbursement first-class office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such unsatisfactory work work. All Alterations shall be made strictly in accordance with all laws, regulations and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction andordinances relating thereto, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers no interior improvements installed in the exercise Premises may be removed unless the same are promptly replaced with interior improvements of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts same or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunderbetter quality. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender Landlord hereby reserves the right to enter onto each Property during normal business hours after require any contractor or mechanic working in the expiration of Premises to provide lien waivers and liability insurance covering the notice specified above and perform, subject Alterations to the rights of tenantsPremises and to require Tenant to secure, any at Tenant's sole cost and all work expense, completion and labor necessary lien indemnity bonds satisfactory to complete the applicable Work Landlord, and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make require such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or other instruments as may be necessary or desirable for reasonably requested by Landlord. Tenant shall give Landlord ten (10) days written notice prior to the completion commencement of any WorkAlterations and shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the termination of this Lease, without disturbance, molestation or for clearance injury, provided that Landlord may require any Alterations to be removed upon termination of title; (v) this Lease provided that Tenant shall not be obligated to execute all applications and certificates in remove Alterations requiring Xxxxxxxx's consent unless Landlord specified at the name time of the applicable Mortgage Borrower which may approving such Alteration that removal would be required at Landlord's request. In such event, all expenses to restore said space to normal building standards shall be borne by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant.

Performance of Work. If Lender determines any of Xxxxxx’s proposed construction work will affect the Building’s Structure or the Building’s Systems, then the working drawings pertaining thereto must be approved by the Building’s engineer of record, which approval shall be deemed given if submitted and no response is received within ten (10) days. Xxxxxxxx’s approval of such working drawings shall not be unreasonably withheld and shall be deemed given if submitted to Landlord and Landlord fails to response within ten (10) days of Landlord1 s receipt, provided that (1) they comply with all Laws, (2) the improvements depicted thereon do not adversely affect (in its the reasonable discretion that any Work is not being performed of Landlord) the Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building’s common areas or elevator lobby areas, (3) such working drawings are sufficiently detailed to allow construction of the improvements in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have and (4) the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender improvements depicted thereon conform to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period rules and provided that the Borrowers shall have commenced regulations promulgated from time to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary time by Landlord for the Borrowers in construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, “Working Drawings” means the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Workfinal working drawings approved by Xxxxxxxx, as the case may beamended from time to time by any approved changes thereto, and apply amounts contained “Tenant’s Work” means all improvements to be constructed in accordance with and as indicated on the applicable Work Reserve toward Working Drawings, together with any work required by governmental authorities to be made to other areas of the labor Building as a result of the improvements indicated by the Working Drawings. Xxxxxxxx’s approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Xxxxxxxx’s request, sign the Working Drawings to evidence its review and materials necessary to complete approval thereof. After the sameWorking Drawings have been approved, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers Tenant shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Tenant’s Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled performed in substantial accordance with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementWorking Drawings.

Performance of Work. If Lender determines Once the Plans have been approved or deemed approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform Tenant’s Work as set forth on the Plans, and, in its reasonable discretion connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work (Landlord hereby agreeing to cooperate with Tenant in obtaining such permits and approvals as reasonably necessary, provided that Tenant shall reimburse Landlord, as Additional Rent, for any costs and expenses incurred by Landlord in connection with the same). All of Tenant’s Work is not being shall be performed strictly in a workmanlike or timely manner or that any accordance with the Plans and in accordance with applicable Legal Requirements (as defined in Section 1.3 hereof) and Insurance Requirements (as defined in Section 9.1 of the Lease). Tenant shall have Tenant’s Work has not been completed in a workmanlike mannerperformed by contractors, Lender reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as required by Section 13.14 of the Lease. Landlord shall have the option right to withhold disbursement provide such reasonable rules and regulations relative to the performance of Tenant’s Work and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. It shall be Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises to the extent required by law, and Tenant shall not occupy the Premises for the conduct of business until and unless it has obtained such unsatisfactory approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant’s contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after Tenant’s Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Premises including, without limitation, any wiring or cabling installed by Tenant or Tenant’s contractor for Tenant’s computer, telephone and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five other communication systems. Within thirty (4530) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum receipt of an additional sixty (60) days subject invoice from Landlord, Tenant shall pay to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such WorkLandlord, as the case may beAdditional Rent, an amount equal to all reasonable third party expenses incurred by Landlord to review Tenant’s Plans and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Tenant’s Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreement.

Performance of Work. If Lender determines As soon as practicable after Tenant and Landlord initial and attach to the Lease as Exhibit E-1 a true and complete copy of the Approved Final Drawings, Tenant shall submit the Approved Final Drawings to the governmental authorities having rights of approval over the Work and shall apply for all approvals, permits, including any health and building department permits, and certificates, necessary to perform the Work in accordance with all applicable Laws and for Tenant’s Use of the Premises (collectively, the “Work Permits”). As soon as practicable after Tenant or its reasonable discretion that any representatives have received all necessary Work is not being performed Permits, Tenant will put the Approved Final Drawings out for bid to several licensed, bonded and insured general contractors. The Tenant Improvements shall be constructed by a general contractor selected by Tenant and approved by Landlord, which approval shall be granted or withheld in a workmanlike or timely manner or that any Work has not been completed in a workmanlike mannerLandlord’s discretion, Lender shall have taking into account the option to withhold disbursement levels of insurance carried by the proposed general contractor and the insurance carrier for such unsatisfactory work proposed general contractor, whether such proposed general contractor is bondable and so notify bonded, and the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving references of such notice proposed general contractor, but which approval, whether granted or withheld, shall not be unreasonably delayed. The general contractor approved by Lender to the Borrowers of such unsatisfactory work without the cure thereof Landlord (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof“General Contractor”), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agentsmaterialmen and independent contractors engaged by Tenant or General Contractor (collectively, architects and inspectors as the “Construction Entities”), shall be required bondable, licensed, and capable of performing quality work and working in harmony with other contractors and subcontractors on the job, in the Building and at the Corporate Center, and shall at all times be in compliance with all current provisions of the Occupational Safety and Health Act (OSHA) that may apply to Tenant's Work. Information regarding all of the foregoing, including without limitation the names of at least two property managers for whom the proposed general contractor has worked in the past twelve (12) months (“Complete Package”), shall be provided by Tenant to Landlord in writing for each proposed general contractor, and Landlord shall notify Tenant of its consent or refusal to consent with respect to each proposed general contractor within seven (7) business days of Landlord’s receipt of such purposes; Complete Package. Immediately upon Landlord’s approval, Tenant shall prepare and execute a written contract (iv“Construction Contract”) with the General Contractor, which Construction Contract shall (a) include as an exhibit all of the provisions benefiting Landlord and contained in this Exhibit E, (b) require Tenant and General Contractor to paycooperate in all respects with Landlord’s Representatives at all times, settle and (c) allow, but not require, Landlord to become an assignee of Tenant’s interest in such Construction Contract in the event of Tenant’s default thereunder, but shall specifically state that (x) the General Contractor is not a third-party beneficiary to this Exhibit E or compromise all existing bills the Lease, (y) Landlord shall have no obligations under the Construction Contract unless Landlord specifically accepts such obligations in a separate writing entered into between General Contractor and claims which are Landlord, and (z) Landlord shall have no obligations to General Contractor in the event that it chooses not to become Tenant’s assignee under the Construction Contract or may become Liens against any Propertychooses not to execute such separate writing with General Contractor. The General Contractor shall commence construction, or cause the commencement of construction of the Tenant Improvements, upon the Commencement Date or upon Tenant’s commencement of Early Occupancy as set forth in Addendum Two, whichever occurs first. Except as hereinafter expressly provided to the contrary, Tenant shall cause the performance of the Work using (except as may be necessary stated or desirable for otherwise shown in the completion Approved Final Drawings) building standard materials, quantities and procedures then in use by Landlord ("Building Standards"), and neither Tenant nor its General Contractor, nor anyone working for, with or on behalf of either of them, shall unreasonably interfere with or disturb the quiet enjoyment of any other tenant of the Corporate Center at any time, and Tenant and General Contractor shall keep the Premises, the interior and exterior of the Building, and the Corporate Center free of storage and debris during the Work. Tenant shall at all times cooperate with, and shall cause all Construction Entities, to cooperate with Landlord’s construction consultant at all times, and to comply with all of the terms, conditions and covenants of this Lease at all times. In the event of any labor dispute or for clearance of title; (v) to execute all applications and certificates disruption in the name Corporate Center related to Tenant or any Construction Entity, Tenant shall immediately discontinue construction and take all steps reasonably necessary to stop such labor dispute or disruption. All Construction Entities shall agree in writing prior to the commencement of any Work to be performed by them to comply with the provisions of this Exhibit E. Tenant shall not allow trash to accumulate overnight within the Premises or any other area in the Corporate Center adjacent to its Premises. Tenant shall be responsible for daily removal of all of Tenant's construction trash and debris from the site of the applicable Mortgage Borrower which Work. Tenant's contractors may not use Landlord's trash receptacles. All work performed by Tenant and all Construction Entities shall be required by any performed so as to cause a minimum of interference with other tenants and with the operation of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementCorporate Center.

Performance of Work. If Lender determines All Alterations shall be made at Tenant’s sole expense and by contractors or mechanics reasonably acceptable to Landlord. All Alterations shall be made at such times and in its reasonable discretion that such manner as Landlord may from time to time designate, and shall become the property of Landlord without any Work is not being obligation to pay therefor at the expiration or earlier termination of this Lease. All work with respect to any Alterations shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have be of a quality equal to or exceeding the option then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to withhold disbursement first-class (Class A) office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such unsatisfactory work work. If any Alteration requires that any improvement or modification be made to areas outside of the Premises (including, without limitation, the Building Structure or Building Systems outside of the Premises) which would not otherwise be required to be made at that time (even if such improvement or modification would have been required to be made at some later time), then Tenant shall reimburse Landlord for the cost of such improvement or modification. All Alterations shall be made strictly in accordance with all laws, regulations and so notify ordinances relating thereto, and no interior improvements installed in the Borrowers Premises may be removed unless the same are promptly replaced with reasonable detail regarding interior improvements of the basis same or better quality. Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises and to require Tenant to secure, at Tenant’s sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 19(a) of this Lease immediately upon completion thereof. Prior to the performance of any Alterations, Tenant shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for Lender's dissatisfaction and, after payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of fortythis Lease, without disturbance, molestation or injury, provided that Landlord may advise Tenant at the time Landlord approves any non-five (45) days from permanent Alteration that Landlord shall require such non-permanent Alteration to be removed upon the giving expiration or earlier termination of such notice by Lender this Lease pursuant to the Borrowers provisions of such unsatisfactory work without the cure thereof Section 39 (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeurethe last sentence of this Section 11(c)). In such event, without the cure thereof), Lender may proceed under existing contracts or contract with third parties all expenses to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary restore said space to normal building standards shall be borne by Tenant. If Tenant fails to complete the same, without providing removal and/or to repair any additional prior notice to damage caused by the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making removal of any Work pursuant Alterations which are required to this Section 6.7(Cbe removed as provided above, Landlord may do so and may charge the cost thereof to Tenant. If at the time of approval or consent (and only if such approval or consent is required), the Borrowers Landlord fails to inform Tenant that such Alteration must be removed, then Tenant shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) required to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make remove such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementAlteration.

Performance of Work. Landlord agrees to use best efforts to complete Landlord's Work in accordance with the schedule of certain dates attached hereto as Exhibit B-3, including, without limitation, the dates of (i) delivery to Tenant of Tenant's Plans and portions thereof, (ii) approval by Tenant of Tenant's Plans and portions thereof, (iii) commencement of construction, (iv) anticipated date of Substantial Completion of Landlord's Work and delivery to Tenant. The actual date of Substantial Completion of the Premises is defined as a "Rent Commencement Date". If Lender determines in its reasonable discretion that any Tenant (i) fails or omits to supply additional information relating to Landlord's Work is not being performed in a workmanlike which may be requested after Xxxxxx's authorization to Landlord to proceed with construction, or timely manner or that any materially interferes with the performance of Landlord's Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence its rights pursuant to cure Paragraph F hereof, and any of the foregoing failures continues for three (3) business days after written notice from Landlord to Tenant, or (E) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Landlord's Work and Landlord gives Tenant written notice of such unsatisfactory workdelay ( (i) and (ii) collectively, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof"Tenant Delays"), Lender may proceed under existing contracts or contract with third parties to complete such Work, as then the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Rent Commencement Date shall be deemed to have occurred as of the date the Premises would have been advanced under Substantially Completed in accordance with Paragraphs A & B hereof, but for such Tenant Delays the Loan Premises are not, in fact, ready for Tenant's occupancy. Xxxxxxxx agrees to use reasonable efforts to accelerate construction or reschedule certain portions of the Landlord's Work to make up for lost time due to any delays, provided that Landlord shall not be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be Tenant change orders. If Landlord does not Substantially Complete Landlord's Work to the Borrowers Premises in accordance with Paragraphs A and secured B hereof by the Pledge AgreementRequired Delivery Date (as same may have been adjusted as a result of Tenant Delays) then from the Required Delivery Date (as same may have been adjusted as a result of Tenant Delays) until the date of which Landlord's Work is Substantially Complete, Tenant shall not be obligated to pay Base Rent, but such obligation shall commence on the date of which Landlord's Work is Substantially Complete. For If Landlord does not Substantially Complete the Premises in accordance with Paragraphs A and B hereof on or before the Required Delivery Date (as same may have been adjusted as a result of Tenant Delays) (the "Penalty Date"), then from the Penalty Date until the date on which Landlord's Work is Substantially Complete, Tenant shall be entitled to a credit towards the Base Rent under this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work Lease in the name amount of two days of Base Rent for each day from the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon Penalty Date until the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable date on which Landlord's Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan Agreementis Substantially Complete.

Performance of Work. If Lender determines in its reasonable discretion that any Landlord's Work is not being performed in a workmanlike or timely manner or that any and Landlord's Completion Work has not been completed in a workmanlike manner, Lender shall have the option will be prosecuted to withhold disbursement for such unsatisfactory work and so notify the Borrowers completion with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory workand will be done at Landlord's expense, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: except that (i) promptly following receipt by Landlord of any change order request by Tenant after approval by Tenant of the Final Specifications or any change requested by Tenant to use any funds the Performance Specifications after the date hereof, Landlord shall provide Tenant, for Tenant's approval, Landlord's good faith estimate as to the delay (if any) and the increase in cost in the applicable performance of Landlord's Work Reserve for the purpose likely to be caused by such change order (Tenant hereby agreeing to respond within 10 days after receipt of making or completing any Work; Landlord's estimate), (ii) any increase in the cost to make Landlord caused solely by such additions, changes and corrections to any Work as approved change order made by Tenant shall be reasonably necessary borne by Tenant and shall be paid to Landlord on or desirable to complete the same; before 30 days after bills are rendered therefor, (iii) to employ provided Tenant authorizes the performance of such contractorschange order, subcontractorsthe Work Commencement Date, agents, architects the Delivery Date and inspectors as the Outside Delivery Date shall be required extended one day for each day of actual delay in the performance of Landlord's Work reasonably incurred by Landlord and caused by such purposes; change order (Landlord hereby agreeing to use reasonable efforts to minimize any such delay), and (iv) to paythe extent such approved change orders made by Tenant delay Delivery of Possession in the aggregate by more than 14 days, settle the 75-day period set forth in Section 3.1 hereof shall be shortened by one day for each day over said 14-day period that Delivery of Possession is delayed on account of said change orders by Tenant (but in no event shall such 75-day period be shortened by more than 45 days). Landlord's Work and/or Landlord's Completion Work shall not be commenced until after the Final Specifications for such work have been approved, shall be performed in a good and workmanlike manner in compliance with the Final Specifications (other than in non-material areas, e.g. minor deviations in measurements that have no actual effect on Tenant's use or compromise all existing bills and claims which are or may become Liens against any Property, or enjoyment of the Premises) with only such subsequent modifications as may be necessary approved by Tenant, and shall be in compliance with all building codes and other applicable laws and regulations of governmental authorities or desirable for the completion boards of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property fire insurance underwriters or the rehabilitation like. Landlord shall keep the Premises and repair the Common Facilities free of such Property; and (vii) to do any and every act which the Borrowers might do liens as provided in their own behalf to fulfill the terms of this Loan AgreementSection 6.4.

Performance of Work. If Lender determines All Alterations shall be made at Tenant’s sole expense and by contractors or mechanics approved in advance in writing by Landlord, such approval not to be unreasonably withheld or delayed. All Alterations shall be made at such times and in such manner as Landlord may from time to time designate, and shall become the property of Landlord without its reasonable discretion that obligation to pay therefor at the expiration or earlier termination of this Lease. All work with respect to any Work is not being Alterations shall be performed in a workmanlike or timely manner or that any Work has not been completed in a good and workmanlike manner, Lender shall have be of a quality equal to or exceeding the option then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to withhold disbursement first-class (Class A) office buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such unsatisfactory work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed in the Premises may be removed unless the same are promptly replaced with interior improvements of the same or better quality. All Alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction, including, without limitation, The Americans with Disabilities Act of 1990 and similar present or future laws, and rules and regulations issued pursuant thereto. All work shall be performed with union labor having the proper jurisdictional qualifications, if reasonably required by Landlord, and so notify Tenant shall keep the Borrowers Building and the Premises free and clear of all liens for any work or material claimed to have been furnished to Tenant or to the Premises. Any Alterations performed by Tenant shall be done in a manner which will not unreasonably interfere with reasonable detail regarding or disturb other tenants or occupants of the basis Building or any contractors, agents or employees of Landlord in their performance of work with respect to the Building other than the Premises. Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises and to require Tenant to secure, at Tenant’s sole cost and expense, completion and lien indemnity bonds satisfactory to Landlord, and/or to require such other instruments as may be reasonably requested by Landlord. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by the Landlord covering the construction of such Alterations, and such other insurance as the Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 14(a) of this Lease immediately upon completion thereof. Prior to the performance of any Alterations, Tenant shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for Lender's dissatisfaction and, after payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work this Lease, without the cure thereof (ordisturbance, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and molestation or injury, provided that the Borrowers shall have commenced Landlord may require any Alterations to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after be removed upon the expiration or earlier termination of this Lease. In such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence event, all expenses to cure such unsatisfactory work, up restore said space to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary normal building standards shall be borne by Tenant. If Tenant fails to complete the same, without providing removal and/or to repair any additional prior notice to damage caused by the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making removal of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed Alterations which are required to be a power coupled with an interest removed as provided above, Landlord may do so and cannot be revoked. Upon may charge the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) cost thereof to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant.

Performance of Work. If Lender determines in its reasonable discretion that Prior to commencing any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, Remediation Measures after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, Closing or presenting after the expiration Closing any plan for Remediation Measures to any Governmental Body having jurisdiction over such Remediation Measures or to any Person making a Third Party Claim for which Sellers are responsible under the provisions of Article 12, the Sellers Group shall meet and consult with Buyer in good faith concerning such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts Remediation Measures or contract with third parties to complete such Workplan, as the case cases may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making connection with the performance of any Work pursuant to this Section 6.7(C)Remediation Measures by Sellers, the Borrowers shall cause the Mortgage Borrowers Sellers Group shall: (i) Provide Buyer with reasonable notice of any meetings with any such Governmental Body or any such other Person to grant Lender afford Buyer or its representatives the right to enter onto each Property during normal business hours after participate in such meetings, and provide Buyer with copies of all correspondence and documents (hard copy or electronic) to and from such Governmental Body or other Person; (ii) Provide the expiration Buyer with a reasonable opportunity to preview and comment upon any submissions the Sellers Group plans to deliver or submit to any such Governmental Body or any such other Persons and incorporate Buyer's requests which are reasonably justified to avoid adverse impact in accordance with paragraph (iii) below; (iii) Meet and consult with the Buyer in good faith over the time, manner and conditions for the completion of the notice specified above and performRemediation Measures, subject so as to avoid, to the rights extent reasonably practicable and consistent with the effective, economical, efficient and timely completion of tenantsthe Remediation Measures, any unreasonable interference with business conducted or planned to be conducted at the site in question; (iv) Except to the extent that exigencies require shorter or no notice, provide the Buyer with five business Days' prior notice (which may be oral) of material action to be taken at the site in question in connection with Remediation Measures undertaken by Sellers, and all work and labor necessary to complete permit Buyer the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed opportunity to have been advanced under its representatives present to observe such Remediation Measures and take and/or receive from Sellers samples of removed and adjacent materials; (v) Properly dispose of all Hazardous Materials removed from the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete soil or undertake the applicable Work in the name groundwater of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney site in question in connection with such Remediation Measures, Sellers hereby agreeing that they shall be deemed to be a power coupled with an interest the "owner," "operator," "generator," or other Person responsible for " Page 39 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT arranging for the transportation" of such Hazardous Materials and cannot "in charge" of the "facility" for such purposes, as such terms are defined in applicable Environmental Laws, and further agreeing that no such removed Hazardous Materials shall be revoked. Upon stored on any real estate included in the occurrence Assets for longer than is reasonably necessary (which may, if necessary, include time to characterize such materials and during arrange for disposal); (vi) Defend and protect the continuance of an Event of Defaultsite in question, and indemnify the LLC (from and after the Closing), the Borrowers empower said attorney-in-fact Buyer, any applicable Buyer Subsidiary and any applicable lender from the imposition of any lien of contractors and subcontractors performing work in connection with the Remediation Measures; (vii) Be responsible for, and indemnify, defend and protect the LLC (from and after the Closing), Buyer and any applicable Buyer Subsidiary against, any property damage or personal injury incurred by the LLC (from and after the Closing), Buyer or such Buyer Subsidiary or any other Person as follows: a result of Remediation Measures conducted by or under the auspices of Sellers except to the extent that such damage or injury is caused by or results from or arise out of any negligence or intentional misconduct of the LLC (ifrom and after the Closing), Buyer or any Buyer Subsidiary; and (viii) After completion of any remediation project, make reasonable efforts to use restore the surface of the site involved to a condition substantially similar to its condition prior to the performance of the Remediation Measures, subject to any funds intervening changes in the applicable Work Reserve surface conditions not caused by such Remediation Measures. (ix) Retain a reputable environmental consulting firm for the purpose of making or completing any Workconsulting upon such Remediation Measures; (iix) Comply with all applicable Law, including Laws relating to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Propertyworker safety; and (viixi) Permit the Buyer to do any have one or more representatives present to observe physical work conducted at the Plant or Owned Real Properties in the course of carrying out such Remediation Measures, and every act which provide Buyer with reasonable access to and copies of records concerning the Borrowers might do in their own behalf performance of such physical work, including copies of all correspondence to fulfill the terms of this Loan Agreement.and from pertinent Governmental Bodies. (c)

Performance of Work. If Lender determines Tenant and its contractors shall construct the Work strictly in its reasonable discretion that any Work is not being performed in a workmanlike or timely manner or that any Work has not been completed in a workmanlike manner, Lender shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration of the notice specified above and perform, subject to the rights of tenants, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender shall be deemed to have been advanced under the Loan to the Borrowers and secured by the Pledge Agreement. For this purpose, the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete or undertake the applicable Work in the name of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as followscompliance with: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any WorkApproved Plans; (ii) to make such additions, changes all necessary approvals and corrections to any Work as shall be reasonably necessary or desirable to complete the samepermits; (iii) to employ such contractorsall applicable governmental laws, subcontractorscodes, agentsordinances, architects rules, and inspectors as shall be required for such purposesregulations; (iv) to pay, settle or compromise all existing bills applicable private covenants and claims which are or may become Liens against any Property, or as may be necessary or desirable for restrictions affecting the completion of any Work, or for clearance of titleBuilding; and (v) all reasonable rules and regulations which Landlord may promulgate, from time to execute time. The Work shall be performed only by contractors and subcontractors approved in writing by Landlord. Tenant and Tenant's contractors shall make all applications efforts and certificates in take all steps reasonably appropriate to assure that their construction activities do not unreasonably interfere with the name operation of the applicable Mortgage Borrower which may be required by any Building and the buildings at 10 Mxxxx Xxxxxxx xx 12B Xxxxx Xxxxxxx (xxllectively, the "BUILDINGS") or the ability of other occupants of the contract documents; (vi) Buildings to conduct business in its reasonable discretion, a routine manner. Tenant shall require all contractors and subcontractors to prosecute contact Landlord's property manager and defend all actions or proceedings schedule time periods during which they may use Building facilities in connection with the Work. The Work shall be substantially completed by December 31, 1998 (the "COMPLETION DATE"). Tenant shall notify Landlord' property manager when Work has been substantially completed, and shall thereafter permit Landlord's property manager to inspect the Work. In the event Landlord determines that any Property items of the Work have not been fully or the rehabilitation and repair satisfactorily completed, Landlord may submit to Tenant a "punchlist" of such Property; items, and (vii) Tenant shall cause all such punchlist items to do be completed within thirty days after receiving the punchlist. In the event the Work has been commenced but is not completed on or before the Completion Date, or Tenant fails to timely complete any and every act which punchlist item, Landlord shall be entitled, but not obligated, to perform such uncompleted Work or punchlist item, provided that Tenant shall remain solely liable for the Borrowers might do in their own behalf entire cost of such work performed by Landlord. In addition to fulfill the terms of this Loan AgreementAmendment No. 2, Tenant shall perform the work in accordance with the terms of Article III of the Original Lease governing alterations, provided that Tenant shall not be required to remove the Work at the end of the Term.

Performance of Work. If Lender determines All work performed by Tenant's Contractor ------------------- shall conform to the Approved Working Drawings, shall comply with all Applicable Laws (including building codes) and all applicable standards of the American Insurance Association and the National Electrical Code and all building material manufacturer's specifications, shall comply with all rules and regulations from time to time adopted by Landlord to govern construction in its reasonable discretion that any Work is not being or about the Building, including the Tenant Construction Rules and Regulations attached hereto as Schedule 1, and shall be performed in a workmanlike good and professional manner and so as not to interfere with the occupancy of any other tenant of the Building, the performance of any other work within the Building, or timely manner with Landlord's maintenance or that any Work has not been completed in a workmanlike manneroperation of the Building. At all times during construction of the Tenant Improvements, Lender Landlord and Landlord's employees and agents shall have the option to withhold disbursement for such unsatisfactory work and so notify the Borrowers with reasonable detail regarding the basis for Lender's dissatisfaction and, after the expiration of forty-five (45) days from the giving of such notice by Lender to the Borrowers of such unsatisfactory work without the cure thereof (or, if such unsatisfactory work is susceptible of a cure but cannot reasonably be cured within said forty-five (45) day period and provided that the Borrowers shall have commenced to cure such unsatisfactory work within said forty-five (45) day period and thereafter diligently and expeditiously proceeds to cure the same, after the expiration of such longer period as is reasonably necessary for the Borrowers in the exercise of due diligence to cure such unsatisfactory work, up to a maximum of an additional sixty (60) days subject to Force Majeure, without the cure thereof), Lender may proceed under existing contracts or contract with third parties to complete such Work, as the case may be, and apply amounts contained in the applicable Work Reserve toward the labor and materials necessary to complete the same, without providing any additional prior notice to the Borrowers, and exercise any and all other remedies available to Lender upon and during the continuance of an Event of Default hereunder. In order to facilitate Lender's completion or making of any Work pursuant to this Section 6.7(C), the Borrowers shall cause the Mortgage Borrowers to grant Lender the right to enter onto each Property during normal business hours after the expiration Expansion Space to inspect the Tenant Improvement Work, and to require the correction of any faulty work or any material deviation from the Approved Working Drawings. Tenant shall not close-up any Tenant Improvement Work affecting the life safety, telecommunications, heating, ventilation and air conditioning, plumbing, electrical or other building systems in the Expansion Space until the same have been inspected and approved by Landlord's agents. Tenant shall keep Landlord apprised of the notice specified above progress of the Tenant Improvement Work and performcoordinate the scheduling of Landlord's inspections, subject so that Landlord's inspections shall not materially interfere with the performance of the Tenant Improvement Work. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the rights of tenantsadequacy thereof for any purpose or the conformance thereof with any Applicable Laws, any and all work and labor necessary to complete the applicable Work and/or employ watchmen to protect the Property from damage. All sums so expended by Lender Tenant shall be deemed to have been advanced under the Loan fully responsible and liable therefor. In addition to the Borrowers and secured by Construction Administration Costs under Section 4.3 below, Tenant shall reimburse Landlord for the Pledge Agreement. For this purposecost of any repairs, corrections or restoration which must be made, in Landlord's good faith judgment, to the Borrowers constitute and appoint Lender their true and lawful attorney-in-fact with full power of substitution to complete Expansion Space or undertake the applicable Work in the name any other portion of the Borrowers pursuant to Section 6.7(B)(ii) above. Such power Building, if caused by Tenant's Contractor or any other of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Upon the occurrence and during the continuance of an Event of Default, the Borrowers empower said attorney-in-fact as follows: (i) to use any funds in the applicable Work Reserve for the purpose of making or completing any Work; (ii) to make such additions, changes and corrections to any Work as shall be reasonably necessary or desirable to complete the same; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Property, or as may be necessary or desirable for the completion of any Work, or for clearance of title; (v) to execute all applications and certificates in the name of the applicable Mortgage Borrower which may be required by any of the contract documents; (vi) in its reasonable discretion, to prosecute and defend all actions or proceedings in connection with any Property or the rehabilitation and repair of such Property; and (vii) to do any and every act which the Borrowers might do in their own behalf to fulfill the terms of this Loan AgreementTenant's Agents.