General Contractor’s Agreement. The General Contractor’s Agreement is in full force and effect; # ​ and General Contractor are in full compliance with their respective obligations under the General Contractor’s Agreement; # the work to be performed by the General Contractor under the General Contractor’s Agreement is the work called for by the Plans and Specifications; and # all work on the Improvements shall be completed in accordance with the Plans and Specifications in a good and workmanlike manner and shall be free of any defects. ​ shall from time to time, upon request by ​, use reasonable efforts to cause General Contractor to provide ​ with reports in regard to the status of construction of the Improvements, in such form and detail as reasonably requested by ​.

General Contractor. ​ shall deliver to ​ a fully executed copy of the General Contractor’s Agreement, in the form that has been approved by ​. General Contractor shall have executed and delivered to ​ an original certificate, consenting to the assignment of the General Contractor’s Agreement, substantially in the form of [Exhibit 2.17](i)(i).

“General Contractor’s Agreement” shall mean that certain AIA Document ​ - 2019, dated ​ between ​ and General Contractor, which General Contractor’s Agreement shall be a guaranteed maximum price contract which provides for the construction of the Improvements on the Land in accordance with the Plans and Specifications.

General Agreement. General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Articles of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

“Trade Contract” shall mean any agreement (other than the Architect’s Contract and the General Contractor’s Agreement entered into by the ​ or by the General Contractor, in which the Trade Contractor thereunder agrees to provide labor and/or materials in connection with the construction of the Improvements.

“Buyout Threshold” shall mean a ratio of not less than eighty percent (80%), consisting of the quotient derived by dividing # the applicable value of all executed subcontracts and materials purchase contracts entered into by General Contractor with respect to the Improvements, all in form and substance acceptable to ​ by # the contract value of the General Contractor’s Agreement.

“Permitted Budget Re-allocations” shall mean any revision of the Project Budget # to move Building Loan Contingency (Hard Costs) to other Hard Costs Budget Lines, so long as the Building Loan Contingency (Hard Costs) remaining after such re-allocation is not less than five percent (5%) of the aggregate remaining Hard Costs Budget Line as reasonably determined by ​, # to move Building Loan Contingency (Soft Costs) to other Soft Costs Budget Lines, so long as the Building Loan Contingency (Soft Costs) remaining after such re-allocation is not less than five percent (5%) of the aggregate remaining Soft Costs Budget Line as reasonably determined by ​, or # any re-allocations of a Budget Line made by the General Contractor pursuant to the General Contractor’s Agreement to which ​ does not have the right to approve pursuant to the General Contractor’s Agreement.

“Buyout Threshold Condition” shall mean that the Buyout Threshold has been satisfied, as evidenced by the delivery of the General Contractor’s buyout log (the “Buyout Log”) and reasonably verified by ​ and its Construction Consultant.

Termination. This Agreement can be terminated prior to the expiration of its term on written notice for cause, such as Contractor’s failure to perform the Services in a timely and responsible manner. In the event of the Contractor’s death or disability preventing performance of the Services, GP’s obligations under this Agreement will terminate as of the end of the day on which Contractor’s death or disability occurs.

General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than ​ on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s 885707.04-LACSR02A - MSW