Construction of New Improvements. 1.1 If Lessee desires to construct New Improvements on any Parcel in respect of which Lessee intends to seek a Construction Advance upon completion thereof, then prior to commencing construction of such New Improvements Lessee shall notify Agent of its intention to construct such New Improvements and its desire to receive a Construction Advance for the costs thereof upon completion. Such notice shall include (i) a description of the Parcel on which such construction is to occur, (ii) a general description of the work to be performed (which, in the case of New Improvements that are substantially consistent with a "prototype" store or service center previously approved by Agent, may consist merely of an indication that the New Improvements in question are to be of such prototype, and (iii) a good faith (but non-binding) estimate of the amount of the Construction Advance Lessee expects to seek upon completion of construction of the New Improvements. 1.2 Lessee shall enter into such contracts and agreements as it shall deem necessary or appropriate in order to cause completion of the New Improvements on the Parcel in question. Such contracts and agreements shall be in Lessee's name only and the obligations to be performed by Lessee thereunder shall be the sole responsibility of Lessee. 1.3 If requested by Agent, Lessee shall deliver to Agent (i) copies of all contracts and agreements relating to construction of the New Improvements, (ii) the plans and any related specifications, working drawings and construction schedules for the New Improvements (the "Plans"), (iii) all governmental permits and licenses relating to or necessary for completion of the New Improvements, and (iv) any other Documents which Lessor or Agent may reasonably require with respect thereto. Delivery of such materials shall not be a condition precedent to the addition of the Parcel to the Property or the commencement of construction of the New Improvements, but Agent shall have the right to review such materials in connection with its approval of the Construction Advance. Agent's review and approval of such materials shall be from the perspective of permitting it to assure itself that any Construction Advance is made with respect to New Improvements that are constructed in accordance with applicable legal requirements and sound construction and development practices. Agent's approval shall not be based upon cost, value, or market analyses or similar matters (except to the extent that such matters influence the amount of the appraisal of the Parcel and New Improvements). If Agent has previously been provided with Plans for a prototype of New Improvements Agent shall not request Plans for specific New Improvements that Lessee represents to Agent have been or are to be constructed substantially in accordance with the prototype Plans. If Lessee makes any material change or modification in any documents or materials delivered to Agent pursuant to this Section 1.3 Lessee shall provide Agent with a copy of the modified version of such documents or other materials. 1.4 Lessee shall effect or cause to be effected the completion of the New Improvements in a good and workmanlike manner, free of any patent or latent defects, in substantial accordance with the Plans, and in accordance with all laws, rules, regulations and ordinances applicable thereto (including, without limitation, all Environmental Laws). Any New Improvements shall be completed on or before earlier of (i) August 31, 1998, or (ii) the first anniversary of the date on which the Parcel in question was added to the Property (as applicable, the "Required Completion Date"). 1.5 Lessee shall be solely responsible for, and shall pay or cause to be paid in a timely manner, all costs of completion of the New Improvements, including, without limitation, (a) amounts paid or to be paid to contractors and other persons for work and services actually performed (including employees of Lessee) and fees of architects, engineers and other consultants and professionals, (b) all premiums for builder's risk, public liability, worker's compensation and other insurance premiums pursuant to insurance policies required hereby or by the Lease, and (c) survey costs. Lessee agrees to hold Lessor, Agent and each Instrument Holder harmless from the payment of all costs of completion of the New Improvements. Lessee also agrees to pay directly to the party to whom such amounts are owed within thirty (30) days after demand all reasonable out-of-pocket costs, charges, reasonable fees and expenses of the Lessor and its counsel and the Agent and its counsel, related to the preparation, evaluation (including related diligence activities), and execution of any supplements to the Lease in connection therewith. 1.6 During the period when any construction activities are being carried out by Lessee with respect to any of the New Improvements, Lessee shall cause to be carried and to be in full force and effect (either directly or pursuant to the self-insurance program permitted under the Lease) (a) non-reporting builder's risk or all-risk property insurance insuring the Parcel and New Improvements in the amount of the full replacement value thereof (on an "as-built" basis), (b) insurance covering all materials stored at the construction site (or off the construction site) that are intended to be incorporated into the New Improvements in an amount not less than the full insurable value of such materials from time to time, and (c) such other insurance coverage as Lessee may be required to carry under the Lease. All of such insurance coverage shall be carried in accordance with all applicable provisions of the Lease. 1.7 Upon completion of the New Improvements for any Parcel, and as a condition precedent to Lessee's right to receive a Construction Advance in respect thereof, Lessee shall cause to be delivered to Agent (a) complete as-built plans and specifications for the New Improvements (or, if the New Improvements are constructed pursuant to prototype Plans previously provided to Agent, a certification that the New Improvements have been so constructed), (b) an "as-built" survey of the Parcel (in form reasonably satisfactory to Lessor and Agent) updated to show the location of the New Improvements and all easements or other Permitted Encumbrances affecting the Parcel, (c) copies of books and records reflecting the cost of the New Improvements in such detail as may be sufficient to enable Agent to substantiate the cost of the New Improvements in question, (d) such lien waivers and contractor's affidavits as may reasonably be required by Agent, (e) an endorsement to the mortgagee title policy showing no exceptions for mechanic's and materialman's liens and otherwise in form and substance reasonably satisfactory to Agent, and (f) such other instruments, documents and/or materials which may be reasonably requested by the Agent to evidence the completion of such New Improvements, the payment of the costs thereof, and the satisfaction of the conditions to a Construction Advance pursuant to the Transaction Agreement. The delivery of any such materials or documents to Agent shall constitute a representation by Lessee to Lessor and Agent that such materials are correct and complete in all material respects. 1.8 Provided that all conditions have been timely satisfied by Lessee, Agent will proceed to obtain the funding of the Construction Advance by the Purchasers as provided in the Transaction Agreement.
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Sources: Master Lease (Pep Boys Manny Moe & Jack), Master Lease (Pep Boys Manny Moe & Jack)
Construction of New Improvements. 1.1 If Lessee desires to construct New Improvements on any Parcel in respect of which Lessee intends to seek a Construction Advance upon completion thereof, then prior to commencing construction of such New Improvements Lessee shall notify Agent of its intention to construct such New Improvements and its desire to receive a Construction Advance for the costs thereof upon completion. Such notice shall include (i) a description of the Parcel on which such construction is to occur, (ii) a general description of the work to be performed (which, in the case of New Improvements that are substantially consistent with a "prototype" store or service center previously approved by Agent, may consist merely of an indication that the New Improvements in question are to be of such prototype, and (iii) a good faith (but non-binding) estimate of the amount of the Construction Advance Lessee expects to seek upon completion of construction of the New Improvements.
1.2 Lessee shall enter into such contracts and agreements as it shall deem necessary or appropriate in order to cause completion of the New Improvements on the Parcel in question. Such contracts and agreements shall be in Lessee's name only and the obligations to be performed by Lessee thereunder shall be the sole responsibility of Lessee.
1.3 If requested by Agent, Lessee shall deliver to Agent (i) copies of all contracts and agreements relating to construction of the New Improvements, (ii) the plans and any related specifications, working drawings and construction schedules for the New Improvements (the "Plans"), (iii) all governmental permits and licenses relating to or necessary for completion of the New Improvements, and (iv) any other Documents which Lessor or Agent may reasonably require with respect thereto. Delivery of such materials shall not be a condition precedent to the addition of the Parcel to the Property or the commencement of construction of the New Improvements, but Agent shall have the right to review such materials in connection with its approval of the Construction Advance. Agent's review and approval of such materials shall be from the perspective of permitting it to assure itself that any Construction Advance is made with respect to New Improvements that are constructed in accordance with applicable legal requirements and sound construction and development practices. Agent's approval shall not be based upon cost, value, or market analyses or similar matters (except to the extent that such matters influence the amount of the appraisal of the Parcel and New Improvements). If Agent has previously been provided with Plans for a prototype of New Improvements Agent shall not request Plans for specific New Improvements that Lessee represents to Agent have been or are to be constructed substantially in accordance with the prototype Plans. If Lessee makes any material change or modification mormodification in any documents or materials delivered to Agent pursuant to this Section 1.3 Lessee shall provide Agent with a copy of the modified version of such documents or other materials.
1.4 Lessee shall effect or cause to be effected the completion of the New Improvements in a good and workmanlike manner, free of any patent or latent defects, in substantial accordance with the Plans, and in accordance with all laws, rules, regulations and ordinances applicable thereto (including, without limitation, all Environmental Laws). Any New Improvements shall be completed on or before earlier of (i) August December 31, 19981997, or (ii) the first anniversary of the date on which the Parcel in question was added to the Property (as applicable, the "Required Completion Date").
1.5 Lessee shall be solely responsible for, and shall pay or cause to be paid in a timely manner, all costs of completion of the New Improvements, including, without limitation, (a) amounts paid or to be paid to contractors and other persons for work and services actually performed (including employees of Lessee) and fees of architects, engineers and other consultants and professionals, (b) all premiums for builder's risk, public liability, worker's compensation and other insurance premiums pursuant to insurance policies required hereby or by the Lease, and (c) survey costs. Lessee agrees to hold Lessor, Agent and each Instrument Holder harmless from the payment of all costs of completion of the New Improvements. Lessee also agrees to pay directly to the party to whom such amounts are owed within thirty (30) days after demand all reasonable out-of-pocket costs, charges, reasonable fees and expenses of the Lessor and its counsel and the Agent and its counsel, related to the preparation, evaluation (including related diligence activities), and execution of any supplements to the Lease in connection therewith.
1.6 During the period when any construction activities are being carried out by Lessee with respect to any of the New Improvements, Lessee shall cause to be carried and to be in full force and effect (either directly or pursuant to the self-insurance program permitted under the Lease)
(a) non-reporting builder's risk or all-risk property insurance insuring the Parcel and New Improvements in the amount of the full replacement value thereof (on an "as-built" basis), (b) insurance covering all materials stored at the construction site (or off the construction site) that are intended to be incorporated into the New Improvements in an amount not less than the full insurable value of such materials from time to time, and (c) such other insurance coverage as Lessee may be required to carry under the Lease. All of such insurance coverage shall be carried in accordance with all applicable provisions of the Lease.
1.7 Upon completion of the New Improvements for any Parcel, and as a condition precedent to Lessee's right to receive a Construction Advance in respect thereof, Lessee shall cause to be delivered to Agent (a) complete as-built plans and specifications for the New Improvements (or, if the New Improvements are constructed pursuant to prototype Plans previously provided to Agent, a certification that the New Improvements have been so constructed), (b) an "as-built" survey of the Parcel (in form reasonably satisfactory to Lessor and Agent) updated to show the location of the New Improvements and all easements or other Permitted Encumbrances affecting the Parcel, (c) copies of books and records reflecting the cost of the New Improvements in such detail as may be sufficient to enable Agent to substantiate the cost of the New Improvements in question, (d) such lien waivers and contractor's affidavits as may reasonably be required by Agent, (e) an endorsement to the mortgagee title policy showing no exceptions for mechanic's and materialman's liens and otherwise in form and substance reasonably satisfactory to Agent, and (f) such other instruments, documents and/or materials which may be reasonably requested by the Agent to evidence the completion of such New Improvements, the payment of the costs thereof, and the satisfaction of the conditions to a Construction Advance pursuant to the Transaction Agreement. The delivery of any such materials or documents to Agent shall constitute a representation by Lessee to Lessor and Agent that such materials are correct and complete in all material respects.
1.8 Provided that all conditions have been timely satisfied by Lessee, Agent will proceed to obtain the funding of the Construction Advance by the Purchasers as provided in the Transaction Agreement.
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