Common use of Completion of Construction Clause in Contracts

Completion of Construction. As set forth above, Landlord anticipates that the Final Condition Date will be May 21, 2018 and that Final Condition will constitute the “Completion of Construction” (“Current CofO Date”). All Construction Delay Payments which are attributable to the period prior to the Current CofO Date will be at Landlord’s sole cost and expense. If the “Completion of Construction” (as defined in the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, and Tenant shall pay to Landlord within five (5) business days following the date of such notice, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant Delay.

Completion of Construction. As A. Tenant shall not be permitted to, and shall not, open for business in the Premises until the “Opening Requirements” set forth above, Landlord anticipates that the Final Condition Date will be May 21, 2018 and that Final Condition will constitute the “Completion of Construction” below are met: 1. At least five (“Current CofO Date”). All Construction Delay Payments which are attributable to the period 5) days prior to the Current CofO Date will be at opening of the Premises for business, Tenant shall have delivered to Landlord’s sole cost : (a) insurance certificates required by Article XI of the Lease; (b) copies of local business licenses and expense. If the “Completion of Construction” (as defined any other licenses required to operate in the ▇▇▇▇▇ ▇▇ Premises; (c) a certificate of occupancy or its equivalent; and (d) all evidence typically required in the jurisdiction where the Park/Plaza Development is located to provide evidence of compliance with all applicable building and fire codes and all other government requirements; 2. Landlord shall have inspected the Premises to determine whether ▇▇▇▇▇▇▇▇ 's Work is complete in accordance with the requirements of the Lease and Landlord shall have approved all such work; 3. Tenant or Tenant’s General Contractor shall have paid Landlord all outstanding amounts for work completed by Landlord on behalf of Tenant to include, but not be limited to, the work and services itemized in this Exhibit B; and 4. Tenant shall have paid to Landlord all Minimum Annual Rental and Additional Rent which has then accrued under the Lease. No approval by Landlord shall make Landlord responsible for the condition of the Premises or constitute a representation by Landlord of compliance with any applicable requirements or constitute a waiver of any rights and remedies that Landlord may have under this Lease or at law or in equity. If Tenant shall open the Premises in violation of the requirements of this Article VIII, such action by Tenant shall constitute a material default under this Lease. The Opening Requirements shall apply not only to Tenant’s initial construction, but to any subsequent opening after any temporary closure, casualty, damage or permitted alterations. B. Within fifteen (5) business days after completion of Tenant's Work, Tenant shall deliver to Landlord the following: 1. The final notarized original affidavit of ▇▇▇▇▇▇▇▇▇) for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ 's General Contractor performing ▇▇▇▇▇▇'s Work stating that ▇▇ Agreement▇▇▇▇▇'s Work has been completed in accordance with the Final Working Drawings and that all subcontractors, laborers and Tenant material suppliers engaged in furnishing materials or rendering services for Tenant's Work have been paid in full. 2. A final notarized original, unconditional waiver of lien with respect to the Premises executed by ▇▇▇▇▇▇'s General Contractor and final notarized original, unconditional waiver of liens executed by each subcontractor, laborer and material supplier engaged in or supplying materials or services for Tenant's Work. All waivers of lien documents must contain, in every circumstance, a totally unconditional release. C. After Landlord’s inspection of Tenant’s Work in the Premises, Landlord shall pay to Landlord within five issue a punch list indicating those items not in compliance with the Standards. Within fifteen (515) business days following the date of receipt of said punch list, Tenant or ▇▇▇▇▇▇’s General Contractor shall perform such notice, the portion work and notify Landlord of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant Delayits completion.

Completion of Construction. As set forth above, Landlord anticipates that the Final Condition Date will be May 21, 2018 and that Final Condition will constitute the “Completion of Construction” Seller shall have completed (“Current CofO Date”). All Construction Delay Payments which are attributable to the period prior to the Current CofO Date will be at Landlord’s sole cost and expense. If the “Completion of Construction” (as defined in the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely as a result of without any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment defect or deficiency): (i) in the case construction and development of the Initial Required Square FootageImprovements in accordance with: (A) the plans and specifications for the Shopping Center previously delivered to Buyer as part of Seller’s Deliveries; (B) the terms and conditions of the Leases (excluding Dress Barn, for any subsequent six-month period, Maurice’s and Amish Furniture); and (iiC) in the case requirements of the Minimum Square Footageall applicable governmental authorities, as evidenced by a certificate of December 15completion from the project architect for the Shopping Center; and (D) any Seller obligations for Tenant Inducement Costs, 2020 leasing commission and any six-month period thereafterall valid punch list items delivered by Tenants to the Seller with respect to Tenants leased premises pursuant to the Leases; provided however, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or Improvements relating to the Minimum Square Footagespace occupied by Dress Barn, as Maurice’s, and Amish Furniture, Buyer shall complete and pay for all costs to complete the case may besame aforementioned matters contained in this Section 8.1(h). Notwithstanding any of the terms and conditions to the contrary contained in this Agreement, solely as a result of any Tenant Delay occurring within each such six-month period in the case event Seller fails to send to Buyer within Five (5) Business days prior to the Closing Date fully executed lease agreements with Dress Barn and Maurice’s leasing space at the Property on terms and conditions approved by Buyer in writing on or prior to the expiration of the Initial Required Square Footage Investigation Period, then Buyer shall have the right to terminate this Agreement by providing Seller written notice of such termination at any time on or prior to one (1) day prior to the Closing Date. In the event Buyer does not provide Seller written notice of such termination within said time period, then Buyer will be deemed to have waived this condition and such right to terminate this Agreement as set forth in this Section 8.1(h) and shall proceed to close on the Property subject to the remaining terms and conditions of this Agreement. Buyer may waive any of the conditions set forth in this Section 8.1 by delivery of written notice to Seller on or before December 15the Closing. Without limiting the foregoing, 2020 or within Escrow Agent shall assume that each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation conditions set forth in Section 25.6.1 or 25.6.2, 8.1(b) shall have been satisfied as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ AgreementClosing Date, and Tenant unless Buyer shall pay have given written notice to Landlord within five (5) business days following the date of such notice, contrary to Escrow Agent on or before the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant DelayClosing Date.

Completion of Construction. As set forth aboveFor purposes of determining compliance with the Project Schedule, Landlord anticipates each phase of Homes shall be deemed completed on the date ("COMPLETION DATE") which is the earlier of the date upon which each Home in a phase is sold or each of the following conditions shall have been satisfied: (a) Completion of construction of the Homes in accordance with the Plans and Specifications, and if required by Lender, its receipt of a Certificate of Completion from the Builder certifying that the Final Condition Date will be May 21, 2018 Homes have been completed substantially in accordance with the Plans and that Final Condition will constitute Specifications. (b) Receipt by Lender of a copy of a recorded valid Notice of Completion sufficient to effect the “Completion purpose of Construction” such notice as contemplated by the laws of the State in which the Homes are located relative to mechanics' liens. (“Current CofO Date”). All Construction Delay Payments which are attributable to c) Receipt by Lender of the period prior to the Current CofO Date will be at Landlord’s sole cost and expense. If the “Completion final Certificate(s) of Construction” (as defined in the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) Occupancy for the Buildings in Homes issued by the appropriate governmental authority having jurisdiction. (d) Receipt by Lender of such title insurance endorsements as it may require to its Title Policy insuring that the Homes have been completed free of mechanics' liens, or, at least Lender's election, an ALTA rewrite of the Initial Required Square Footage does not occur by June 15, 2018 solely Title Policy together with such endorsements thereto as a result Lender may require. (e) The absence of any Tenant Delay liens on record arising out of the construction of the Homes; provided, however, that if there are any such liens, Borrower shall have made arrangements satisfactory to Lender for the disposition or bonding thereof. (i.e.f) Upon completion of construction, Landlord would otherwise have achieved if requested by Lender, Borrower shall deliver to Lender a Completion of Construction of at least Certificate containing the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment following: (i) in the case Borrower's statement of the Initial Required Square Footage, for any subsequent six-month periodaggregate amount of costs incurred in connection with the construction of the Homes but not paid by Borrower before the Completion Date, and (ii) in the case Borrower's certification that no portion of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case proceeds of the Initial Required Square Footage Loan has been applied to pay or on reimburse any costs or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (expenses other than as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2the Approved Budget. The certificates, as applicablenotices, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, endorsements and Tenant other matters referred to in Sections 5.4(a) through (f) shall pay be delivered to Landlord within five (5) business days following the date of such notice, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant DelayLender upon Lender's request thereafter.

Completion of Construction. As set forth aboveSeller agrees to complete the -------------------------- construction of the Building's shell and core substantially in accordance with the Building Plans as soon as possible, Landlord anticipates that the Final Condition Date will be May 21but in any event no later than March 15, 2018 and that Final Condition will constitute the “Completion of Construction” (“Current CofO Date”). All Construction Delay Payments which are attributable to the period prior to the Current CofO Date will be at Landlord’s sole cost and expense1998. If Seller fails to substantially complete the “Completion Building shell and core by March 15, 1998, Seller will reimburse Purchaser for any increased rent or other additional charges ("holdover costs") Purchaser thereafter incurs as a result of Construction” its need to holdover in its existing premises after the expiration of the term of its lease. If Seller fails to substantially complete the Building shell and core by April 15, 1998, Purchaser shall have the option to either (as defined in the ▇▇▇▇▇ ▇▇ ▇i) terminate this Agreement by written notice to Seller and receive a refund of its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Money Deposit, or (ii) continue this Agreement in effect in which event Purchaser will be entitled to a credit against the Purchase Price in the amount of $100.00 per day for the Buildings in at least the Initial Required Square Footage does not occur by June each day after April 15, 2018 solely 1998, until the Building shell and core is substantially complete, in addition to reimbursement for any additional holdover costs incurred by Purchaser at its existing premises. If Purchaser so elects to terminate this Agreement, Seller will reimburse Purchaser for all of the costs incurred by Purchaser in making improvements to the Building, including architectural and engineering costs. Such reimbursement shall be due and payable within thirty (30) days after the presentation to Seller by Purchaser of written evidence of the costs so incurred by Purchaser. Prior to Closing, Purchaser shall have the right to request in writing modifications and/or additions to the Building's shell and core as described in the Building Plans, and Seller agrees to complete such work, provided: (i) the completion of the requested modifications and/or additions will not be considered in determining whether the Building is substantially complete, as provided in paragraph 3.1; (ii) a written change order with respect thereto is executed by Seller, Purchaser and the Building's construction contractor, which shall include the costs associated with the requested changes and any demolition or additional costs related thereto; and (iii) the amount of the change order, plus any applicable taxes, related architectural or engineering fees and any permit fees applicable thereto, is paid directly to the Building's contractor prior to the commencement of such work. Promptly after receiving any request by Purchaser for changes in the Building shell and core, Seller (or Seller's contractor) will provide Purchaser with written notice of (a) the additional costs, if any, of making any such changes, and (b) the estimated delay, if any, in substantial completion of the Building's shell and core which will result of from any Tenant Delay such requested change. Purchaser shall have three (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (53) business days of written after receiving such notice to either authorize Seller and its contractor to proceed with the requested change or waive its request for the requested change. All tenant improvements related to the Building, which are specifically excluded from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case scope of the Initial Required Square FootageBuilding Plans and the Building's lien-free completion, for any subsequent six-month periodare the exclusive responsibility of Purchaser, including all space planning, construction documents and (ii) in the case of the Minimum Square Footage, permits related thereto. So long as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇Purchaser's tenant improvements are constructed by ▇▇▇▇▇▇▇ Agreement& Associates, Inc. as general contractor pursuant to a written contract, and Tenant such tenant improvements are substantially in conformance with the attached space plans, Seller agrees to permit Purchaser to proceed with the construction of its tenant improvements prior to substantial completion of the Building shell and core. In such event, Purchaser and Seller shall pay work together (and shall cause their respective contractors to Landlord within five (5work together) business days following to permit the date improvements to proceed in a manner which does not interfere with Seller's completion of construction of the Building shell and core. Purchaser shall be responsible for any damages to the Building caused by Purchaser or its contractors as a result of the commencement of such noticework, and Purchaser shall indemnify, defend and hold Seller harmless from any claims for mechanics' or materialmens' liens against the portion Property resulting from the conduct of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused work by the Tenant DelayPurchaser or its contractors.

Completion of Construction. As set forth aboveTenant agrees that Substantial Completion of the Improvements, Landlord anticipates that in accordance with the Final Condition Date will be May 21Plans, 2018 and that Final Condition will constitute furnishing of the Improvements for occupancy under Permitted Leases shall occur on or before July 31, 2016 (the “Substantial Completion of Construction” (“Current CofO Date”), and thereafter Tenant shall complete the construction and furnishing of the Improvements in accordance with all provisions of this Lease. All Construction Delay Payments which are attributable If Substantial Completion and the fixturing and furnishing of the Improvements, in accordance with the Plans, have not occurred on or before the Substantial Completion Date for any reason, including but not limited to a Force Majeure Event, Tenant shall, at Tenant’s expense, provide suitable housing approved by Landlord in its reasonable discretion, for all Student Residents with whom Tenant has entered into Permitted Residential Leases and who cannot occupy the Improvements, until Substantial Completion and the fixturing and furnishing of the Improvements have occurred. Landlord agrees that it will cooperate with Tenant to house any such Student Residents, including renting rooms in Existing University Housing (to the period prior extent that the University has vacancies in Existing University Housing at the beginning of the 2016-2017 Academic Year which the University does not reasonably expect to be occupied by a full-time resident during the 2016-2017 Academic Year) to Tenant at the student rental rate that the University charges for the 2016-2017 Academic Year for the facility at which Tenant houses any such Student Resident. Notwithstanding the foregoing or anything set forth in Article 28 to the Current CofO Date will be at Landlord’s sole cost and expense. If the “contrary, if Substantial Completion of Construction” (as defined the Improvements has not occurred by the Substantial Completion Date due to the occurrence of a Force Majeure Event, the date by which Tenant must achieve Substantial Completion of the Improvements shall be extended by the number of days equal to the number of days Tenant is delayed in achieving Substantial Completion of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely Improvements as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved such Force Majeure Event; provided that in no event shall Substantial Completion of Construction of at least the Initial Required Square Footage by such dateImprovements occur later than July 31, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, and Tenant shall pay to Landlord within five (5) business days following the date of such notice, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant Delay2017.

Completion of Construction. As A. Tenant shall not be permitted to, and shall not, open for business in the Premises until the “Opening Requirements” set forth above, below are met. In order that Landlord anticipates shall have assurance that the Premises shall be in a good and safe condition, in compliance with all laws, that adequate insurance has been obtained, that the Premises has been constructed in accordance with the Final Condition Date will be May 21, 2018 Working Drawings and that Final Condition will constitute Tenant's obligations under the Lease have been performed, the following requirements (the “Completion of Construction” Opening Requirements”) shall be satisfied: 1. At least five (“Current CofO Date”). All Construction Delay Payments which are attributable to the period 5) days prior to the Current CofO Date will be opening of the Premises for business, Tenant shall deliver to Landlord (a) insurance certificates; (b) mechanics' or construction lien waivers as the case may be, as required by the Lease including this Exhibit B; (c) a permanent certificate of occupancy or its equivalent; (d) certificate by Tenant's Architect certifying that the construction of the Premises has been completed in accordance with all plans and specifications approved by Landlord; and (e) all evidence typically required in the jurisdiction where the Shopping Center is located to provide evidence of compliance with all applicable building and fire codes and all other government requirements. 2. Tenant shall give Landlord at Landlordleast five (5) days' notice of the date of completion of Tenant’s sole cost Work in the Premises, and expenseLandlord shall have inspected the Premises to determine whether Tenant's Work is complete in accordance with the requirements of the Lease and Landlord shall have approved all such work; 3. Tenant shall pay Landlord all Minimum Annual Rental and Additional Rent which has then accrued under the Lease. No approval by Landlord shall make Landlord responsible for the condition of the Premises or constitute a representation by Landlord of compliance with any applicable requirements or constitute a waiver of any rights and remedies that Landlord may have under this Lease or at law or in equity. If Tenant shall open the “Completion Premises in violation of Construction” (as defined the requirements of this Article VIII, such action by Tenant shall constitute a material default under this Lease. On the date Tenant opens for business in the ▇▇▇▇▇ ▇▇ Premises, Tenant shall be deemed to have accepted the Premises and agrees that it is in the condition, with respect to any of Landlord's obligations, which is required under this Lease. The Opening Requirements shall apply not only to Tenant’s initial construction, but to any subsequent opening after any temporary closure, casualty, damage or permitted alterations. B. Upon completion of ▇▇▇▇▇▇'s Work, Tenant shall deliver to Landlord the following: 1. ▇▇ ▇▇▇▇▇’s final notarized original affidavit that ▇▇▇▇▇▇'s Work has been completed to ▇▇▇▇▇▇'s satisfaction and in strict accordance with the Final Working Drawings and Tenant's Construction Requirements, which affidavit may be relied on by Landlord. Any deliberate or negligent misstatement, or any false statement made by Tenant therein, shall constitute a breach of this Lease. 2. The final notarized original affidavit of ▇▇▇▇▇▇'s General Contractor performing ▇▇▇▇▇▇'s Work stating that ▇▇▇▇▇▇'s Work has been completed in accordance with the Final Working Drawings and that all subcontractors, laborers and material suppliers engaged in furnishing materials or rendering services for Tenant's Work have been paid in full. 3. A final notarized original, unconditional waiver of lien with respect to the Premises executed by ▇▇▇▇▇▇'s General Contractor and, if requested by ▇▇▇▇▇▇▇▇▇) , final notarized original, unconditional waiver of liens executed by each subcontractor, laborer and material supplier engaged in or supplying materials or services for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement's Work. All waivers of lien documents must, and Tenant shall pay to Landlord within five (5) business days following the date of such noticein every circumstance, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant Delaybe totally unconditional releases.

Completion of Construction. As set forth above, Landlord anticipates that (a) Borrower shall diligently and continuously cause Mortgage Borrower to pursue the Final Condition Date will be May 21, 2018 and that Final Condition will constitute the “Completion achievement of Construction” (“Current CofO Date”)Completion. All Construction Delay Payments which are attributable Borrower shall cause Mortgage Borrower to the period prior to the Current CofO Date will be at Landlord’s sole cost and expense. If the “Completion of Construction” (as defined in the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) for the Buildings in at least the Initial Required Square Footage does not occur by June 15, 2018 solely as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment cause (i) in the case of the Initial Required Square Footage, for any subsequent six-month periodConstruction Work to be performed, and the Improvements to be constructed, in a good and ​ ​ workmanlike manner, free from all material defects in materials or workmanship, (ii) the Construction Work to conform in all material respects to the case Business Plan, the School Unit Purchase Agreement, the Approved Plans and all Legal Requirements, as same may be modified in accordance with the terms of this Agreement and the Mortgage Loan Agreement, (iii) the Construction Work to proceed diligently and Completion of the Minimum Square Footage, as of December 15, 2020 Construction Work and any six-month period thereafter, if Landlord fails the Improvements to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or occur on or before December 15, 2020 or within each six-month period thereafter in the Completion Date. In the case of that there is a Force Majeure event, the Minimum Square Footage At any timeCompletion Date shall be extended on a day-for-day basis for each calendar day that Mortgage Borrower is unable to complete the Construction Work by the Completion Date, if Landlord determines in its reasonable discretion that it will be more cost effective (A) subject to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation terms and conditions set forth in Section 25.6.1 4.1 of the Mortgage Loan Agreement and (B) provided that the Completion Date shall in no event be extended beyond November 30, 2021 (the “Outside Completion Date”), TIME BEING OF THE ESSENCE. (b) Borrower shall cause Mortgage Borrower to achieve each of the following conditions on or 25.6.2before the date specified therefor (each such condition shall be referred to individually as a “Milestone Construction Hurdle” and the corresponding dates for Mortgage Borrower to achieve such Milestone Construction Hurdle are referred to individually as a “Milestone Deadline”) in each case, as applicable, of such date may be extended due to Force Majeure on a day-for-day basis for each day that Mortgage Borrower is unable to achieve the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, and Tenant shall pay to Landlord within five (5) business days following the date of such notice, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of applicable Milestone Construction solely caused Hurdle by the Tenant Delay.applicable Milestone Deadline; provided, however, no Milestone Deadline shall be extended due to a Force Majeure event (i) beyond the applicable “Outside Milestone Date” set forth below, or (ii) beyond the Outside Completion Date: ​ ​ ​ ​ ​ ​ ​ ID (from Construction Timeline) Milestone Construction Hurdle (from Construction Timeline) Schedule Date (from Construction Timeline) Milestone Deadline Outside Milestone Date

Completion of Construction. A. The commencement date of the Lease for the Original Premises shall be the earlier of July 1, 1997 or the date upon which Landlord causes the construction of the Original Premises to be substantially complete (as hereinafter defined) in accordance with the plans and specifications referenced on Exhibit "B", attached hereto and incorporated herein by reference, which Exhibit "B" shall supersede in all respects the Exhibit "B" attached to the Original Lease. As set forth aboveused herein, the construction of the Original Premises shall be deemed to be "substantially complete" when the construction of the Original Premises is completed to the extent (i) that a certificate of occupancy has been issued therefor, (ii) Landlord has tendered possession thereof to Tenant and (iii) otherwise in accordance with plans and specifications referenced on Exhibit "B", as certified by Landlord's architect, with only minor punch list items to be completed, the lack of completion of which will not impair Tenant's occupancy of or conduct of Tenant's usual business from the Premises. Following such substantial completion of the Original Premises, Landlord anticipates shall have a reasonable period, not to exceed thirty (30) days, to complete and remedy any items shown on the punch list that Landlord and Tenant shall mutually agree upon within the Final Condition Date will first ten (10) days after Tenant takes occupancy of the Original Premises. B. In the event that Landlord fails to deliver the Original Premises to Tenant substantially complete on or before July 1, 1997, then Tenant shall be May 21entitled to a credit against all rent payable under the Lease for the period of such delay in an amount equal to one hundred fifty percent (150%) of the daily rent payable under the Lease, 2018 computed on a daily basis for each day of such delay, commencing on July 1, 1997 and continuing until Landlord has delivered the Original Premises to Tenant substantially complete. Such credit shall be taken and withheld by Tenant against the first installments of rent due hereunder until fully recovered by Tenant, at which time full rental shall recommence. (By way of example, in the event that Final Condition will constitute Landlord fails to deliver the “Completion of Construction” (“Current CofO Date”). All Construction Delay Payments which are attributable Original Premises substantially complete until July 3, 1997, then Tenant's rent shall be abated until July 6, 1997.) Notwithstanding the foregoing, Tenant shall have no right to the period prior credit as specified in this subparagraph B as the result of (i) Tenant's request for materials, finishes or other installations or change orders other than Landlord's standard and other than those reflected on Exhibit "B", which request causes an actual delay in Landlord's substantial completion as a result of unavailability, additional time to complete or other factors causing an actual delay of which Landlord gives Tenant notice immediately upon such request by Tenant, (ii) any delay in performance or completion as a result of any party employed by Tenant including any delay resulting from failure of the Current CofO Date will be at Landlord’s sole cost and expense. If the “Completion of Construction” (as defined in the ▇▇▇▇▇ ▇▇ ▇▇▇▇plans provided by S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to comply with governmental requirements ((i) - (ii) are hereinafter collectively referred to as "Tenant Delays") or (iii) delay in substantial completion caused by civil commotion, war, war-like operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls (but only to the extent such regulations are not now in existence, or, if now in existence, are arbitrarily imposed or delayed by public officials over which Landlord has no control), fire or other casualty or Act of God after the date of the First Amendment (provided that weather delays shall only constitute Acts of God to the extent such weather occurs after the date of this First Amendment and actually prevents the delivery or installation of materials, supplies or workers to the Original Premises (hereinafter collectively referred to as "Force Majeure Delays"). C. The commencement date of the Lease for the Buildings Additional Premises shall be the earlier of September 1, 1997 or the day upon which Landlord causes the construction of the Additional Premises to be substantially complete (as defined above) in at least accordance with the Initial Required Square Footage does plans and specifications referenced on Exhibit "B". Following substantial completion of the Additional Premises, Landlord shall have a reasonable period, not occur by June to exceed thirty (30) days, to complete and remedy any items shown on the punch list that Landlord and Tenant shall mutually agree upon within the first ten (10) days after Tenant (or Tenant's permitted sublessee) takes occupancy of the Additional Premises. D. In the event that Landlord fails to deliver the Additional Premises to Tenant substantially complete on or before September 15, 2018 solely 1997, then Tenant shall be entitled to a credit against the base rent payable under the Lease for the Additional Premises for the period of such delay in an amount equal to one hundred fifty percent (150%) of such daily rent, computed on a daily basis for each day of such delay, commencing September 15, 1997 and continuing until Landlord has delivered the Additional Premises to Tenant substantially complete. Such credit shall be taken and withheld by Tenant against the next incurring installments of rent due under the Lease until fully recouped by Tenant, at which time full rental shall recommence. Notwithstanding the foregoing, Tenant shall have no right to the credit as specified in the immediately preceding sentences as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five (5) business days of written request from Landlord setting forth the amount due, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such date. Thereafter, Tenant shall be responsible for a Construction Delay Payment (i) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage Delays or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, and Tenant shall pay to Landlord within five (5) business days following the date of such notice, the portion of such amount that is allocable to Tenant as a consequence of the delay in Completion of Construction solely caused by the Tenant DelayForce Majeure Delays.

Completion of Construction. As A. Tenant shall not be permitted to, and shall not, open for business in the Premises until the “Opening Requirements” set forth above, below are met. In order that Landlord anticipates shall have assurance that the Premises shall be in a good and safe condition, in compliance with all laws, that adequate insurance has been obtained, that the Premises has been constructed in accordance with the Final Condition Date will be May 21, 2018 Working Drawings and that Final Condition will constitute Tenant’s obligations under the Lease have been performed, the following requirements (the “Completion of Construction” Opening Requirements”) shall be satisfied: 1. At least five (“Current CofO Date”). All Construction Delay Payments which are attributable to the period 5) days prior to the Current CofO Date will be opening of the Premises for business, Tenant shall deliver to Landlord (a) insurance certificates evidencing Tenant’s compliance with Article XI of the Lease; (b) a permanent certificate of occupancy or its equivalent; and (c) all evidence typically required in the jurisdiction where the Development is located to provide evidence of compliance with all applicable building and fire codes and all other government requirements. 2. Tenant shall give Landlord at least five (5) days’ notice of the date of completion of Tenant’s Work in the Premises, and Landlord shall have inspected the Premises to determine whether Tenant’s Work is complete in accordance with the requirements of the Lease and Landlord shall have approved all such work. After Landlord’s sole cost and expense. If the “Completion inspection of Construction” (as defined Tenant’s Work in the ▇▇▇▇▇ ▇▇ Premises, Landlord shall issue a punch list indicating those items not in compliance with the Standards. Within fifteen (15) business days of receipt of said punch list, Tenant or ▇▇▇▇▇▇’s General Contractor shall perform such work and notify Landlord of its completion. 3. Tenant shall pay Landlord all Minimum Annual Rental and Additional Rent which has then accrued under the Lease. No approval by Landlord shall make Landlord responsible for the condition of the Premises or constitute a representation by Landlord of compliance with any applicable requirements or constitute a waiver of any rights and remedies that Landlord may have under this Lease or at law or in equity. If Tenant shall open the Premises in violation of the requirements of this Article VIII, such action by Tenant shall constitute a material default under this Lease. On the date Tenant opens for business in the Premises, Tenant shall be deemed to have accepted the Premises and agrees that it is in the condition, with respect to any of Landlord’s obligations, which is required under this Lease. The Opening Requirements shall apply not only to Tenant’s initial construction, but to any subsequent opening after any temporary closure, casualty, damage or permitted alterations. B. Within fifteen (15) days after completion of Tenant’s Work, Tenant shall deliver to Landlord the following: 1. ▇▇ ▇▇▇▇▇’s final notarized original affidavit that ▇▇▇▇▇▇’s Work has been completed to ▇▇▇▇▇▇’s satisfaction and in strict accordance with the Final Working Drawings and Tenant’s Construction Requirements, which affidavit may be relied on by Landlord. Any deliberate or negligent misstatement, or any false statement made by Tenant therein, shall constitute a breach of this Lease. 2. The final notarized original affidavit of ▇▇▇▇▇▇’s General Contractor performing ▇▇▇▇▇▇’s Work stating that ▇▇▇▇▇▇’s Work has been completed in accordance with the Final Working Drawings and that all subcontractors, laborers and material suppliers engaged in furnishing materials or rendering services for Tenant’s Work have been paid in full. 3. A final notarized original, unconditional waiver of lien with respect to the Premises executed by ▇▇▇▇▇▇’s General Contractor and, if requested by ▇▇▇▇▇▇▇▇▇) , final notarized original, unconditional waiver of liens executed by each subcontractor, laborer and material supplier engaged in or supplying materials or services for Tenant’s Work. All waiver of lien documents must, in every circumstance, be totally unconditional releases. ROS/Impossible Kicks B-7 Form Rev. 08/11/2021 This Exhibit D is hereby attached to and made a part of the Buildings Lease between Landlord and Tenant. During the Term and subject to the terms and conditions set forth in at least the Initial Required Square Footage does not occur by June 15Lease, 2018 solely as a result of any Tenant Delay (i.e., Landlord would otherwise have achieved Completion of Construction of at least the Initial Required Square Footage by such date, but for such Tenant Delay), then Tenant shall pay to Landlord, within five Landlord an annual ventilating and air conditioning Service Charge (5“Annual VAC Service Charge”) business days for conditioned air furnished by Landlord for ventilating and cooling the Premises via variable air volume boxes furnished and installed by Tenant in accordance with the provisions of written request from Landlord setting forth the amount dueExhibit B, the Construction Delay Payment required to be paid to Focil as a consequence of Landlord having failed to achieve such Completion of Construction by such dateTenant Criteria Manual and Engineering Design Criteria. Thereafter, Tenant The initial estimated Annual VAC Service Charge is set forth on the Data Sheet. I. The Annual VAC Service Charge shall be responsible for a Construction Delay Payment calculated as follows: (iTVACF/Sum of all Tenant TVACF’s) in the case of the Initial Required Square Footage, for any subsequent six-month period, and (ii) in the case of the Minimum Square Footage, as of December 15, 2020 and any six-month period thereafter, if Landlord fails to achieve Completion of Construction with respect to the Initial Required Square Footage or the Minimum Square Footage, as the case may be, solely as a result of any Tenant Delay occurring within each such six-month period in the case of the Initial Required Square Footage or on or before December 15, 2020 or within each six-month period thereafter in the case of the Minimum Square Footage At any time, if Landlord determines in its reasonable discretion that it will be more cost effective to make the “First Phase Final Payment” and/or the “Second Phase Final Payment” (as defined in the Block 40 Purchase Agreement), Landlord shall notify Tenant in writing thereof, which written notice shall include the calculation set forth in Section 25.6.1 or 25.6.2, as applicable, of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Agreement, and X LOMC. II. Tenant shall pay Landlord the Annual VAC Service Charge, as Additional Rent, in twelve (12) equal consecutive monthly installments in the same manner and at the place provided in the Lease. III. If Tenant desires to Landlord within five (5) business days following receive conditioned air service before or after the date hours during which such service is normally furnished, such service will be furnished at a charge to be determined by Landlord. IV. For purposes of such noticethis Exhibit D only, the portion of such amount that is allocable to Tenant as a consequence of following terms shall have the delay in Completion of Construction solely caused by the Tenant Delay.following meanings: