Construction Contract Agreement

Exhibit 10.142

TABLE OF CONTENTS

												Page
ENGAGEMENT AND AUTHORIZATION													1
GENERAL TERMS AND CONDITIONS													2
1		Additional definitions											2
		“ 97-10/Meltdown Event ”											2
		“ 97-10/Prepayment ”											2
		“ 97-10/Project Costs ”											3
		“ 97-10/Pronouncement ”											4
		“ Accrued Construction Period Interest Expense ”											4
		“ Administrative Fee ”											5
		“ Affiliate’s Contract ”											5
		“ Arrangement Fee ”											5
		“ Capital Adequacy Charges ”											5
		“ Carrying Costs ”											5
		“ Commitment Fees ”											5
		“ Complete Taking ”											5
		“ Completion Date ”											5
		“ Completion Notice ”											5
		“ Construction Advances ”											6
		“ Construction Advance Request ”											6
		“ Construction Allowance ”											6
		“ Construction Budget ”											6
		“ Construction Project ”											6
		“ Covered Construction Period Losses ”											6
		“ Defective Work ”											6
		“ FOCB Notice ”											6
		“ Force Majeure Event ”											7
		“ Funded Construction Allowance ”											7
		“ Future Work ”											7
		“ Increased Cost Charges ”											7
		“ Increased Commitment ”											7
		“ Increased Funding Commitment ”											7
		“ Increased Time Commitment ”											8
		“ Initial Advance ”											8
		“ LRC’s Estimate of Force Majeure Delays ”											8
		“ LRC’s Estimate of Force Majeure Excess Costs ”											8
		“ Maximum Construction Allowance ”											8
		“ Notice of LRC’s Intent to Terminate ”											8
		“ Notice of LRC’s Intent to Terminate Because of a Force Majeure Event ”											8
		“ Notice of Termination by LRC ”											8
		“ Outstanding Construction Allowance ”											8
		“ Pre-lease Casualty ”											8

TABLE OF CONTENTS
(Continued)

												Page
		“ Pre-lease Force Majeure Delays ”											8
		“ Pre-lease Force Majeure Event ”											8
		“ Pre-lease Force Majeure Event Notice ”											9
		“ Pre-lease Force Majeure Excess Costs ”											9
		“ Pre-lease Force Majeure Losses ”											9
		“ Prior Work ”											10
		“ Projected Cost Overruns ”											10
		“ Reimbursable Construction Period Costs ”											10
		“ Remaining Proceeds ”											10
		“ Scope Change ”											10
		“ Target Completion Date ”											11
		“ Termination of LRC’s Work ”											11
		“ Third Party Contract ”											11
		“ Third Party Contract/Termination Fees ”											11
		“ Timing or Budget Shortfall ”											11
		“ Work ”											12
		“ Work/Suspension Event ”											12
		“ Work/Suspension Notice ”											12
		“ Work/Suspension Period ”											13
2		Construction and Management of the Property by LRC											13
		(A)		The Construction Project									13
					(1	)		Construction Approvals by BNPPLC					13
								(a)		Preconstruction Approvals by BNPPLC			13
								(b)		Approval of Scope Changes			13
					(2	)		LRC’s Rights of Access and to Control Construction					13
								(a)		Performance of the Work			14
								(b)		Third Party Contracts			14
								(c)		Adequacy of Drawings, Specifications and Budgets			15
								(d)		Existing Condition of the Land and Improvements			15
								(e)		Correction of Defective Work			15
								(f)		Clean Up			15
								(g)		No Damage for Delays			15
								(h)		No Other Fees to LRC			16
								(i)		Administration of Existing Space Leases			16
					(3	)		Quality of Work					17
		(B)		Completion Notice									17
		(C)		Status of Property Acquired With BNPPLC’s Funds									17
		(D)		Insurance									18
					(1	)		Liability Insurance					18
					(2	)		Property Insurance					18

TABLE OF CONTENTS
(Continued)

												Page
					(3	)		Failure of LRC to Obtain Insurance					19
					(4	)		Waiver of Subrogation					19
		(E)		Condemnation									19
		(F)		Additional Representations, Warranties and Covenants of LRC Concerning the Property									20
					(1	)		Payment of Local Impositions					20
					(2	)		Operation and Maintenance					20
					(3	)		Debts for Construction, Maintenance, Operation or Development					21
					(4	)		Permitted Encumbrances					22
					(5	)		Books and Records Concerning the Property					22
		(G)		BNPPLC’s Right of Access									22
					(1	)		Access Generally					22
					(2	)		Failure of LRC to Perform					22
3		Amounts to be Added to the Lease Balance (in Addition to Construction Advances)											23
		(A)		Initial Advance									23
		(B)		Carrying Costs									23
		(C)		Commitment Fees									24
		(D)		Future Administrative Fees and Out-of-Pocket Costs									24
		(E)		Increased Cost Charges and Capital Adequacy Charges									25
4		Construction Advances											26
		(A)		Costs Subject to Reimbursement Through Construction Advances									26
		(B)		Exclusions From Reimbursable Construction Period Costs									27
		(C)		Conditions to LRC’s Right to Receive Construction Advances									28
					(1	)		Construction Advance Requests					28
					(2	)		Amount of the Advances					28
								(a)		The Maximum Construction Allowance			28
								(b)		Costs Previously Incurred by LRC			28
								(c)		Limits During any Work/Suspension Period			29
								(d)		Restrictions Imposed for Administrative Convenience			30
					(3	)		No Advances After Certain Dates					30
		(D)		Breakage Costs for Construction Advances Requested But Not Taken									30
		(E)		No Third Party Beneficiaries									30
		(F)		No Waiver									30
5		Application of Insurance and Condemnation Proceeds											30
		(A)		Collection and Application Generally									30
		(B)		Advances of Escrowed Proceeds to LRC									31
		(C)		Status of Escrowed Proceeds After Commencement of the Term of the Lease									31
		(D)		Special Provisions Applicable After a 97-10/Meltdown Event or Event of Default									32
		(E)		LRC’s Obligation to Restore									32

TABLE OF CONTENTS
(Continued)

												Page
		(F)		Special Provisions Concerning a Complete Taking									32
		(G)		Preservation of LRC’s Right to Receive Construction Advances									32
6		Notice of Cost Overruns and Pre-lease Force Majeure Events											33
		(A)		Notice of Projected Cost Overruns									33
		(B)		Pre-lease Force Majeure Event Events and Notices									33
7		Suspension and Termination of LRC’s Work											33
		(A)		Rights and Obligations During a Work/Suspension Period									33
		(B)		LRC’s Election to Terminate LRC’s Work									33
		(C)		BNPPLC’s Election to Terminate LRC’s Work									36
		(D)		Surviving Rights and Obligations									37
		(E)		Cooperation After a Termination of LRC’s Work									37
8		LRC’s Obligation for a 97-10/Prepayment											39
9		Indemnity for Covered Construction Period Losses											39
		(A)		Covenant to Indemnify Against Covered Construction Period Losses									39
		(B)		Certain Losses Included or Excluded									41
					(1	)		Environmental					41
					(2	)		Failure to Maintain a Safe Work Site					41
					(3	)		Failure to Complete Construction					41
					(4	)		Fraud					41
					(5	)		Excluded Taxes and Other Exclusions					42
					(6	)		Action or Omission of Tenant Under Existing Space Lease					42
		(C)		Express Negligence Protection									42
		(D)		Survival of Indemnity									43
		(E)		Due Date for Indemnity Payments									43
		(F)		Order of Application of Payments									44
		(G)		Defense of BNPPLC									44
					(1	)		Assumption of Defense					44
					(2	)		Indemnity Not Contingent					44
		(H)		Notice of Claims									44
		(I)		Settlements Without the Prior Consent of LRC									45
					(1	)		Election to Pay Reasonable Settlement Costs in Lieu of Actual					45
					(2	)		Conditions to Election					45
					(3	)		Indemnity Survives Settlement					45

TABLE OF CONTENTS
(Continued)

Exhibits and Schedules

Exhibit A		Legal Description
Exhibit B		Description of the Construction Project and Budget
Exhibit C		Construction Advance Request Form
Exhibit D		Pre-lease Force Majeure Event Notice
Exhibit E		Notice of Termination by LRC’s Work
Exhibit F		Notice of LRC’s Intent to Terminate
Exhibit G		Notice of Increased Funding Commitment by BNPPLC
Exhibit H		Notice of Increased Time Commitment by BNPPLC
Exhibit I		Notice of Rescission of LRC’s Intent to Terminate

CONSTRUCTION AGREEMENT
(LIVERMORE/PARCEL 7)

     This CONSTRUCTION AGREEMENT (LIVERMORE/PARCEL 7) (this “ Agreement ”), dated as of December 18, 2007 (the “ Effective Date ”), is made by and between BNP PARIBAS LEASING CORPORATION (“ BNPPLC ”), a Delaware corporation, and LAM RESEARCH CORPORATION(“ LRC ”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Agreement, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/ Parcel 7) dated as of the Effective Date (the “ Common Definitions and Provisions Agreement ”), which by this reference is incorporated into and made a part of this Agreement for all purposes. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transaction contemplated in the other Operative Documents, contemporaneously with this Agreement BNPPLC is acquiring the Land described in Exhibit A and other Property.

     Also contemporaneously with this Agreement, BNPPLC and LRC are executing a Lease Agreement (Livermore/ Parcel 7) (the “ Lease ”), pursuant to which the parties expect that LRC will lease the Land described in Exhibit A and other Property from BNPPLC for a lease term that will commence on the Completion Date (as defined below).

     In anticipation of the construction of new or additional Improvements for LRC’s use pursuant to the Lease, BNPPLC and LRC have agreed upon the terms and conditions upon which BNPPLC is willing to authorize LRC to arrange and manage such construction and upon which BNPPLC is willing to provide funds for such construction, and by this Agreement BNPPLC and LRC desire to evidence such agreement.

ENGAGEMENT AND AUTHORIZATION

     Subject to the terms and conditions set forth in this Agreement, BNPPLC does hereby engage and authorize LRC — and LRC does hereby accept such engagement and authorization, as an independent contractor for BNPPLC — to construct the Construction Project on the Land and to manage such construction for BNPPLC as BNPPLC’s construction agent. As more particularly provided in subparagraph 2(A)(2) below, LRC will have full and exclusive rights of

access to the Land and all Improvements on the Land to accomplish such construction. However, the rights and authority granted to LRC by this Agreement are expressly made subject and subordinate to the terms and condition hereinafter set forth and to the Permitted Encumbrances and to any other claims or encumbrances affecting the Land or the Property that may be asserted by third parties other than Liens Removable by BNPPLC.

GENERAL TERMS AND CONDITIONS

1 Additional definitions . As used in this Agreement, capitalized terms defined above will have the respective meanings assigned to them above; as indicated above, capitalized terms that are defined in the Common Definitions and Provisions Agreement and that are used but not defined herein will have the respective meanings assigned to them in the Common Definitions and Provisions Agreement; and, the following terms will have the following respective meanings:

     “ 97-10/Meltdown Event ” means any of the following:

     (a) LRC gives a Notice of LRC’s Intent to Terminate and thereafter (i) fails to rescind the same as described in subparagraph 7(B)(7) within ten days after BNPPLC responds with any Increased Commitment, or (ii) gives a Notice of Termination by LRC as provided in subparagraph 7(B)(1); or

     (b) LRC gives a notice to terminate the Supplemental Payment Obligation imposed by the Purchase Agreement as described in subparagraph 6(A) of the Purchase Agreement; or

     (c) BNPPLC gives notice to LRC as described in subparagraph 7(C) to cause a Termination of LRC’s Work; or

     (d) LRC fails for any reason whatsoever to substantially complete the Construction Project and give a Completion Notice to BNPPLC prior to the Target Completion Date; or

     (e) for any reason whatsoever (including the accrual of Carrying Costs), the Funded Construction Allowance exceeds the Maximum Construction Allowance.

“ 97-10/Prepayment ” means a payment to BNPPLC required by Paragraph 8, which will equal eighty-nine percent (89%) of the aggregate of all 97-10/Project Costs paid or

incurred on or prior to the date of such payment, less amounts (if any) then owed by BNPPLC to LRC pursuant to this Agreement as reimbursements for Reimbursable Construction Period Costs paid by LRC and not theretofore reimbursed.

“ 97-10/Project Costs ” means all of the following, but without duplication of any item, including any of the following paid or reimbursed from the Initial Advance:

     (a) the net purchase price paid by BNPPLC to acquire the Land and existing Improvements;

     (b) costs incurred for the Work, including not only hard costs incurred for the new Improvements described in Exhibit B , but also the following costs to the extent reasonably incurred in connection with the Construction Project:

	•		soft costs, such as architectural fees, engineering fees and fees and costs paid in connection with obtaining project permits and approvals required by Governmental Authorities or any Permitted Encumbrance,
	•		site preparation costs, and
	•		costs of offsite and other public improvements required as conditions of governmental approvals for the Construction Project or required by any Permitted Encumbrances;

     (c) costs incurred to maintain insurance required by (and consistent with the requirements of) this Agreement prior to the Completion Date;

     (d) Local Impositions that have accrued or become due prior to the Completion Date;

     (e) Accrued Construction Period Interest Expense; and

     (f) any costs in addition to those described in clauses (a) through (e) preceding that GAAP (as it exists on the Effective Date) would allow BNPPLC to capitalize as part of the cost of the Property or that the 97-10/Pronouncement would allow BNPPLC to characterize as project costs, including cancellation or termination fees or other compensation payable by LRC or BNPPLC pursuant to any contract concerning the Construction Project made by LRC or BNPPLC with any general contractor, architect, engineer or other third party because of any election by LRC or BNPPLC to cancel or terminate such contract.

However, notwithstanding the foregoing, 97-10/Project Costs will not include Pre-lease Force Majeure Losses, Commitment Fees, the Arrangement Fee, any Administrative Fee or any legal fees which are included in Transaction Expenses. Further, 97-10 Project Costs will not include costs incurred to satisfy any Existing Space Lease to the extent such cost would not have been incurred but for such Existing Space Lease. (Thus, for example, costs of providing any required janitorial service to a tenant under an Existing Space Lease would not be included. In contrast, a Local Imposition that must be paid irrespective of the requirements of any Existing Space Lease may qualify as a 97-10/Project Cost even if payment of such Local Imposition is required by an Existing Space Lease.)

“ 97-10/Pronouncement ” means the pronouncement issued by the Emerging Issues Task Force of the Financial Accounting Standards Board in 1998 titled “ EITF 97-10: The Effect of Lessee Involvement in Asset Construction ”, which provides that certain kinds of involvement by a lessee in pre-lease commencement construction will cause the lessee to be considered as the owner of the leased property during the construction period and then will require application of the appropriate sale and leaseback accounting rules.

“ Accrued Construction Period Interest Expense ” means interest that has accrued and that BNPPLC has paid or is obligated to pay on Funding Advances used to pay or reimburse 97-10/Project Costs for any period prior to the Completion Date. Subject to the limitations and qualifications set out below in this definition:

(1) Accrued Construction Period Interest Expense will include a percentage, equal to the aggregate Percentages of all Participants (under and as defined in the Participation Agreement), of Carrying Costs and Commitment Fees that are added to the Outstanding Construction Allowance as provided in this Agreement, it being understood that the additional amounts BNPPLC must pay to the Participants under the Participation Agreement because of the accrual of Carrying Costs and Commitment Fees effectively constitute construction period interest on advances the Participants make to BNPPLC under the Participation Agreement.

(2) Accrued Construction Period Interest Expense will also include any interest and other finance charges that accrue prior to the Completion Date because of Funding Advances provided to BNPPLC by BNPPLC’s Parent in the form of loans.

However, the interest and other finance charges accruing on Funding Advances provided by BNPPLC’s Parent and included in Accrued Construction Period Interest Expense will not in any event exceed the portion of Carrying Costs attributable to the percentage of the Lease Balance funded or maintained by such Funding Advances, computed as if such

Carrying Costs accrued at a per annum rate equal to LIBOR ( i.e. , before the addition of the Secured Spread as provided in subparagraph 3(B)). Further, Accrued Construction Period Interest Expense will not include any Carrying Costs (or the corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) that accrue from time to time in respect of the portion of the Lease Balance which exceeds the outstanding 97-10/Project Costs. For example, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs (or any corresponding interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent) because of the inclusion in the Lease Balance of the Arrangement Fee, Administrative Fees or other amounts excluded from 97-10/Project Costs as described in the last paragraph of the definition thereof set out above. Without limiting the foregoing, Accrued Construction Period Interest Expense will not include any portion of Carrying Costs included in Pre-lease Force Majeure Losses (as set forth in the definition thereof below) or interest or finance charges that BNPPLC must pay to the Participants under the Participation Agreement or to BNPPLC’s Parent because of the accrual of such portion of Carrying Costs.

“ Administrative Fee ” has the meanings indicated in subparagraph 3(A) and subparagraph 3(D).

“ Affiliate’s Contract ” has the meaning indicated in subparagraph 2(A)(2)(b)2).

“ Arrangement Fee ” has the meaning indicated in subparagraph 3(A).

“ Capital Adequacy Charges ” has the meaning indicated in subparagraph 3(E)(1).

“ Carrying Costs ” has the meaning indicated in subparagraph 3(B).

“ Commitment Fees ” has the meaning indicated in subparagraph 3(C).

“ Complete Taking ” means a taking by eminent domain prior to the Completion Date over LRC’s objection of all of the Land or the Property, or so much thereof as to make it impossible to complete the Construction Project for its intended uses on the Land regardless of any Scope Changes BNPPLC may be willing to approve or any Increased Commitment that BNPPLC may be willing to provide.

“ Completion Date ” means the date upon which LRC gives the notice to BNPPLC which is required by subparagraph 2(B), after having substantially completed the Construction Project and having obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

“ Completion Notice ” means the notice required by subparagraph 2(B) from LRC to BNPPLC, advising BNPPLC that LRC has substantially completed construction of the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements.

“ Construction Advances ” means actual advances of funds made by or on behalf of BNPPLC to or on behalf of LRC as provided in Paragraph 4, which sets forth LRC’s rights to receive advances for Reimbursable Construction Period Costs. The term “Construction Advances” will not, however, include advances of insurance proceeds, condemnation proceeds or other Escrowed Proceeds to pay or reimburse costs of repairs or restoration.

“ Construction Advance Request ” has the meaning indicated in subparagraph 4(C)(1).

“ Construction Allowance ” means the allowance to be provided by BNPPLC for the design and construction of the Construction Project, against which and from which Carrying Costs, Construction Advances and other amounts will be or may be charged and paid as provided in various provisions of this Agreement (including Paragraphs 3 and 4).

“ Construction Budget ” means the budget for the Construction Project set forth in Exhibit B .

“ Construction Project ” means the new buildings or other substantial Improvements to be constructed, or the alteration of existing Improvements, as described generally in Exhibit B .

“ Covered Construction Period Losses ” has the meaning indicated in subparagraph 9(A).

“ Defective Work ” has the meaning indicated in subparagraph 2(A)(2)(e).

“ FOCB Notice ” means a notice from BNPPLC to LRC advising LRC of any of the following events or circumstances, and also advising LRC that because of any of the following events or circumstances BNPPLC will be entitled to make the election described in subparagraph 7(C), which will constitute a Termination of LRC’s Work and a 97-10/Meltdown Event:

     (1) LRC has taken action to cancel or terminate or reduce the coverage available to BNPPLC under the builder’s risk insurance obtained for the Construction

Project as required by this Agreement, or LRC has otherwise failed to maintain any insurance or to provide insurance certificates to BNPPLC as required by this Agreement and not cured such failure within ten days after receiving notice thereof, or

     (2) LRC has given any Pre-lease Force Majeure Event Notice to BNPPLC, or

     (3) an Event of Default has occurred and is continuing; or

     (4) a Work/Suspension Event has occurred and not been rectified by LRC.

“ Force Majeure Event ” means (A) any taking of any part of the Property by eminent domain prior to the Completion Date, and (B) any damage to the Improvements or disruption of the Work that occurs prior to the Completion Date, excluding, however, any damage or disruption that would not have occurred or been suffered but for any act or any omission of LRC or of any LRC’s contractors or subcontractors during the period prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C) or during any subsequent period in which LRC does not relinquish possession or control of the Construction Project. Force Majeure Events will include, for example and without limitation damage to the Improvements or disruption of the Work caused by fire, or acts of God (such as flood, lightning, earthquake or hurricane), war, strikes and other labor disputes, riot or similar civil disturbance, or any act or omission (which is not requested or authorized by LRC) of any tenant (or of a tenant’s employees or of any other party acting under such tenant’s control or with the approval or authorization of such tenant) under an Existing Space Lease; but only to the extent such damage or disruption is beyond the control of and not caused in whole or in part by negligence, illegal acts or willful misconduct on the part of LRC or of its employees or of any other party acting under LRC’s control or with the approval or authorization of LRC.

“ Funded Construction Allowance ” means on any day the Outstanding Construction Allowance on that day, including all Construction Advances and Carrying Costs added to the Outstanding Construction Allowance on or prior to that day, plus the amount of any Qualified Prepayments deducted on or prior to that day in the calculation of such Outstanding Construction Allowance.

“ Future Work ” has the meaning indicated in subparagraph 4(C)(2)(b).

“ Increased Cost Charges ” has the meaning indicated in subparagraph 3(E)(1).

“ Increased Commitment ” has the meaning indicated in subparagraph 7(B)(6).

“ Increased Funding Commitment ” has the meaning indicated in

subparagraph 7(B)(6)(a).

“ Increased Time Commitment ” has the meaning indicated in subparagraph 7(B)(6)(b).

“ Initial Advance ” has the meaning indicated in subparagraph 3(A).

“ LRC’s Estimate of Force Majeure Delays ” has the meaning indicated in subparagraph 7(B)(4).

“ LRC’s Estimate of Force Majeure Excess Costs ” has the meaning indicated in subparagraph 7(B)(3).

“ Maximum Construction Allowance ” means an amount equal to the difference computed by subtracting the Initial Advance from $46,500,000, as such amount may be increased from time to time by any Increased Funding Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“ Notice of LRC’s Intent to Terminate ” has the meaning indicated in subparagraph 7(B)(2).

“ Notice of LRC’s Intent to Terminate Because of a Force Majeure Event ” has the meaning indicated in subparagraph 7(B)(5).

“ Notice of Termination by LRC ” has the meaning indicated in subparagraph 7(B)(1).

“ Outstanding Construction Allowance ” means, as of any date, the difference (but not less than zero) of (A) the total Construction Advances made by or on behalf of BNPPLC on or prior to such date in question, plus (B) all Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges added on or prior to the date as provided in Paragraph 3, less (C) any funds received and applied as Qualified Prepayments on or prior to such date.

“ Pre-lease Casualty ” has the meaning indicated in subparagraph 2(A)(2)(a).

“ Pre-lease Force Majeure Delays ” means delays in the completion of the Work to the extent (but only to the extent) caused by a Pre-lease Force Majeure Event.

“ Pre-lease Force Majeure Event ” means a Force Majeure Event that occurs prior to the Completion Date; provided, however, that if LRC does not notify BNPPLC of any such Force Majeure Event by the delivery of a Pre-lease Force Majeure Event Notice within thirty days after the Force Majeure Event first occurs or commences, then such Force

“ Pre-lease Force Majeure Event Notice ” has the meaning indicated in subparagraph 6(B).

“ Pre-lease Force Majeure Excess Costs ” means the amount (if any) by which the increases in the costs of the Work resulting directly and solely from a Pre-lease Force Majeure Event (such as, for example, the costs of repairing damage to the Improvements caused by a Pre-lease Force Majeure Event) exceed the amounts available to pay or reimburse LRC for such increased costs. Amounts available to pay or reimburse such increased costs will include (a) insurance proceeds or any recovery from a third party (including any Escrowed Proceeds held by BNPPLC), and (b) any part of the Construction Allowance (including any unused contingency amount in the Construction Budget) not used or needed to cover other Reimbursable Construction Period Costs.

“ Pre-lease Force Majeure Losses ” means any of the following Losses resulting from any taking of the Property, damage to the Improvements or disruption of the Work which constitutes a Pre-lease Force Majeure Event:

     (a) the costs of repairing any such damage to the extent that such costs have, as of the date of any required determination of Pre-lease Force Majeure Losses, been paid or reimbursed from a Construction Advance (and thus are included in the Lease Balance as of that date), to be distinguished from costs of repairs paid or reimbursed from insurance proceeds or from any recovery from a third party;

     (b) any diminution in the value of the Property resulting from any such taking or resulting from any such damage that has not, as of the date of the required determination of Pre-lease Force Majeure Losses, been repaired;

     (c) any increase in the total amount of Carrying Costs, Commitment Fees, Administrative Fees, Increased Cost Charges and Capital Adequacy Charges (and any other amounts) added to the Lease Balance as provided in Paragraph 3 solely by reason of Pre-lease Force Majeure Delays; and

     (d) to the extent not already included in the increase described in the preceding clause, all increases in Carrying Costs that are attributable to the amounts included in Pre-lease Force Majeure Losses pursuant to the preceding clause (a);

but in each case such amounts will constitute Pre-lease Force Majeure Losses only to the extent, if any, that they are not offset by condemnation or insurance proceeds which are

(1) paid by reason of such Pre-lease Force Majeure Event (including insurance proceeds paid to compensate BNPPLC or LRC for increased financing costs, the lost time value of BNPPLC’s investment in the Project or business interruption) and (2) applied as a Qualified Prepayment to reduce the Lease Balance.

It is understood that costs of repairing damage caused by a Pre-lease Force Majeure Event which are not covered by insurance proceeds by reason of an insurance policy deductible permitted by the Minimum Insurance Requirements, and thus are paid or reimbursed from a Construction Advance instead, will constitute Pre-Lease Force Majeure Losses.

Also, for purposes of this definition, the diminution in the value of the Improvements, as described in the preceding clause (b), because of any damage that constitutes a Pre-lease Force Majeure Event will not exceed the amount thereof estimated in good faith by any independent appraiser or insurance adjuster engaged by BNPPLC to determine such amount after BNPPLC has received a Pre-lease Force Majeure Event Notice as provided in subparagraph 6(B), nor will it exceed the cost of repairing the damage as estimated in good faith by any such independent insurance adjuster or as indicated by any bona fide written bid to make the repairs that BNPPLC obtains from a reputable contractor capable of making the repairs.

“ Prior Work ” has the meaning indicated in subparagraph 4(C)(2)(b).

“ Projected Cost Overruns ” means the excess (if any), calculated as of the date of each Construction Advance Request, of (1) the total of projected Reimbursable Construction Period Costs yet to be incurred or for which LRC has yet to be reimbursed hereunder (including projected Reimbursable Construction Period Costs for Future Work), over (2) the balance of the remaining Construction Allowance then projected to be available to cover such costs. The balance of the remaining Construction Allowance then projected to be available will equal: (i) the amount (if any) by which the Maximum Construction Allowance exceeds the Funded Construction Allowance, plus (ii) any Escrowed Proceeds then available or expected to be available to cover costs of repairs and restoration that LRC will perform as part of the Work after a casualty or condemnation, less (iii) all projected future Carrying Costs, Commitment Fees, Administrative Fees and other amounts to be added to the Outstanding Construction Allowance as provided in Paragraph 3.

“ Reimbursable Construction Period Costs ” has the meaning indicated in subparagraph 4(A).

“ Remaining Proceeds ” has the meaning indicated in subparagraph 5(A).

“ Scope Change ” means a change to the Construction Project that, if implemented, will make the quality, function or capacity of the Improvements “materially different” (as defined below in this subparagraph) than as described or inferred by the site plan or plans and renderings referenced in Exhibit B . The term “ Scope Change ” is not intended to include the mere refinement, correction or detailing of the site plan, plans or renderings submitted to BNPPLC by LRC. As used in this definition, a “material difference” means a difference that could reasonably be expected to (a) cause the Lease Balance to exceed the fair market value of the Property when the Construction Project is completed and all Construction Advances required in connection therewith have been funded, or significantly increase any such excess, (b) change the general character of the Improvements from that needed to accommodate the uses to be permitted by subparagraph 2(A) of the Lease, or (c) cause or exacerbate Projected Cost Overruns.

“ Target Completion Date ” means the date which is the last day of the 18 ^th calendar month following the Effective Date, as such date may be extended from time to time by any Increased Time Commitment made by BNPPLC as provided in subparagraph 7(B)(6).

“ Termination of LRC’s Work ” means a termination of LRC’s rights and obligations to continue the Work because of an election to terminate made by LRC pursuant to subparagraph 7(B) or because of an election by BNPPLC made pursuant to subparagraph 7(C).

“ Third Party Contract ” has the meaning indicated in subparagraph 2(A)(2)(b)1).

“ Third Party Contract/Termination Fees ” means any amounts, however denominated, for which LRC will be obligated under a Third Party Contract as a result of any election or decision by LRC to terminate such Third Party Contract, including demobilization costs; provided, however, amounts payable only by reason of Prior Work as of the date of any such termination will not be characterized as Third Party Contract/Termination Fees. If LRC reserves an absolute express right in a Third Party Contract to terminate such contract at any time, without cause, for a specified U.S. dollar amount, such amount will constitute a Third Party Contract/Termination Fee. If no such right is reserved in a Third Party Contract, the amount of damages that LRC is required to pay (in addition to payments required for Prior Work) upon a repudiation of the Third Party Contract by LRC will qualify as a “Third Party Contract/Termination Fee” applicable to such contract for purposes of this Agreement.

“ Timing or Budget Shortfall ” means that, as of any time prior to the Completion Date, (i) the remaining available Construction Allowance will not be sufficient to cover

Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances (x) because the cost of the Work exceeds budgeted expectations (resulting in Projected Cost Overruns) through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC, (y) because of any Pre-lease Force Majeure Event or (z) because LRC can no longer satisfy conditions to BNPPLC’s obligation to provide further Construction Advances, or (ii) the Work will not be substantially completed prior to the Target Completion Date through no fault of LRC or its employees or any other party acting under LRC’s control or with the approval or authorization of LRC. As used in this definition with respect to any party, the term “fault” will not include inadequate estimation of time or dollars unless shown to be caused by the negligence or willful misconduct of that party.

“ Work ” has the meaning indicated in subparagraph 2(A)(2)(a).

“ Work/Suspension Event ” means any of the following:

     (1) Projected Cost Overruns have become more likely than not, in BNPPLC’s good faith judgment (taking into account any notices or Construction Draw Requests from LRC indicating that a Pre-lease Force Majeure Event may result in Projected Cost Overruns), and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (2) Delays in the Work (including any delays resulting from damage to the Property by fire or other casualty or from any taking of the Property by eminent domain) have made it substantially unlikely, in BNPPLC’s good faith judgment, that LRC will be able to complete the Construction Project in accordance with the requirements of this Agreement prior to the Target Completion Date using only the funds available to LRC under this Agreement, and BNPPLC has notified LRC of such judgment and the reasons therefor.

     (3) With respect to any Construction Advance, BNPPLC has requested, but LRC has failed to provide within thirty days after receipt of the request: (1) invoices, requests for payment from contractors and other evidence reasonably establishing that the costs and expenses for which LRC has requested or is requesting reimbursement constitute actual Reimbursable Construction Period Costs, and (2) canceled checks, lien waivers or other evidence reasonably establishing that all prior Construction Advances paid to LRC have been used by LRC to pay the Reimbursable Construction Period Costs for which the prior advances were requested and made.

“ Work/Suspension Notice ” means a notice from BNPPLC to LRC advising LRC of any event or circumstances that constitute a Work/Suspension Event and advising LRC that (1) before the Work/Suspension Event is rectified BNPPLC may limit Construction

Advances to LRC as permitted by this Agreement, and (2) unless LRC does rectify the Work/Suspension Event within thirty days after LRC’s receipt of such notice, BNPPLC may elect to send an FOCB Notice in anticipation of a Termination of LRC’s Work.

“ Work/Suspension Period ” means any period (1) beginning with the date of any Work/Suspension Notice, FOCB Notice or Notice of LRC’s Intent to Terminate, and (2) ending on the earlier of (a) the first date upon which (i) no Work/Suspension Events are continuing, (ii) all previous FOCB Notices and Notices of LRC’s Intent to Terminate (if any) have been rescinded, and (iii) no 97-10/Meltdown Events have occurred, or (b) the effective date of any Termination of LRC’s Work as described in subparagraph 7(B) or subparagraph 7(C).

2		Construction and Management of the Property by LRC .

(A) The Construction Project .

     (1) Construction Approvals by BNPPLC .

     (a) Preconstruction Approvals by BNPPLC . LRC has submitted and obtained BNPPLC’s approval of the site plan and descriptions of the Construction Project referenced in Exhibit B . Also set forth in Exhibit B is a general description of the Construction Project. The Construction Project, as constructed by LRC pursuant to this Agreement, and all construction contracts and other agreements executed or adopted by LRC in connection therewith, must not be inconsistent in any material respect with the plans or other items referenced in Exhibit B , except to the extent otherwise provided by any Scope Change approved by BNPPLC.

     (b) Approval of Scope Changes . Before making a Scope Change, LRC must provide to BNPPLC a reasonably detailed written description of the Scope Change, a revised Construction Budget and a copy of any changes to the drawings, plans and specifications for the Improvements required in connection therewith, all of which must be approved in writing by BNPPLC before the Scope Change is implemented. After receiving such items, BNPPLC will endeavor in good faith to promptly respond to any request by LRC for approval of the Scope Change. BNPPLC will not, however, be liable for any failure to provide a prompt response. Further, BNPPLC’s approval will not in any event constitute a waiver of subparagraph 2(A)(3) or of any other provision of this Agreement or other Operative Documents.

     (2) LRC’s Rights of Access and to Control Construction . Subject to the terms and conditions set forth in this Agreement, and prior to any Termination of LRC’s Work as provided in subparagraphs 7(B) and 7(C), LRC will have full access to the Land and all Improvements on the Land to the exclusion of BNPPLC or others claiming through BNPPLC (except as provided in subparagraph 2(G)) and will have the sole right to control and the sole responsibility for the design and construction of the Construction Project, including the means, methods, sequences and procedures implemented to accomplish such design and construction. Although title to all Improvements will vest in BNPPLC (as more particularly provided in subparagraph 2(C)), BNPPLC’s obligation with respect to the Construction Project will be limited to the making of advances under and subject to the conditions set forth in this Agreement. Without limiting the foregoing, LRC acknowledges and agrees that:

     (a) Performance of the Work . Except as provided in subparagraphs 7(A) and 7(D), LRC must, using commercially reasonable efforts and in an expeditious and economical manner not inconsistent with the interests of BNPPLC, perform or cause to be performed all work required, and must provide or cause to be provided all supplies and materials required, to demolish and remove existing Improvements on the Property (as appropriate to accommodate the new Improvements to be constructed) and to design and complete construction of the Construction Project (collectively, the “ Work ”) no later than the Target Completion Date. The Work will include obtaining all necessary building permits and other governmental approvals required in connection with the design and construction of the Construction Project, or required in connection with the use and occupancy thereof ( e.g., certificates of occupancy). The Work will also include any repairs or restoration required because of damage to Improvements by fire or other casualty prior to the Completion Date (a “ Pre-lease Casualty ”); provided, however , the cost of any such repairs or restoration will be subject to reimbursement not only through Construction Advances made to LRC on and subject to the terms and conditions of this Agreement, but also through the application of Escrowed Proceeds as provided in Paragraph 5; and, provided further , like other Work, any such repairs and restoration to be provided by LRC will be subject to subparagraphs 7(A) and 7(B), which establish certain rights of LRC to suspend or discontinue any Work. LRC will carefully schedule and supervise all Work, will check all materials and services used in connection with all Work and will keep full and detailed accounts as may be necessary to document expenditures made or expenses incurred for the Work.

     (b) Third Party Contracts .

     1) LRC will not enter into any construction contract or other agreement with a third party concerning the Work or the Construction Project (a “ Third Party Contract ”) in the name of BNPPLC or otherwise purport to bind BNPPLC to any obligation to any third party.

     2) In any Third Party Contract between LRC and any of its Affiliates (an “ Affiliate’s Contract ”) LRC must reserve the right to terminate such contract at any time, without cause, and without subjecting LRC to liability for any Third Party Contract/Termination Fee. Further, LRC must not enter into any Affiliate’s Contract that obligates LRC to pay more than would be required under an arms-length contract or that would require LRC to pay its Affiliate any amount in excess of the sum of actual, out-of-pocket direct costs and internal labor costs incurred by the Affiliate to perform such contract.

     (c) Adequacy of Drawings, Specifications and Budgets . BNPPLC has not made and will not make any representations as to the adequacy of the Construction Budget or any other budget or any site plans, renderings, plans, drawings or specifications for the Construction Project, and no modification of any such budgets, site plans, renderings, plans, drawings or specifications that may be required from time to time will entitle LRC to any adjustment in the Construction Allowance.

     (d) Existing Condition of the Land and Improvements . LRC is familiar with the conditions of the Land and any existing Improvements on the Land. LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance or for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work by reason of any condition (concealed or otherwise) of or affecting the Land or Improvements.

     (e) Correction of Defective Work . LRC will promptly correct all Work performed prior to any Termination of LRC’s Work that does not comply with the requirements of this Agreement for any reason other than a Pre-lease Casualty (“ Defective Work ”). If LRC fails to correct any Defective Work or fails to carry out Work in accordance with this Agreement, BNPPLC may (but will not be required to) order LRC to stop all Work until the cause for such failure has been eliminated.

     (f) Clean Up . Upon the completion of all Work, LRC will remove all waste material and rubbish from and about the Land, as well as all tools, construction equipment, machinery and surplus materials. LRC will keep the Land and the Improvements thereon in a reasonably safe and sightly condition as

Work progresses.

     (g) No Damage for Delays . LRC will have no claim for damages against BNPPLC or for an increase in the Construction Allowance by reason of any delay in the performance of any Work. Nor will LRC have any claim for an extension of the deadline specified in subparagraph 2(A)(2)(a) for completing the Work because of any such period of delay, except that (i) in the case of any Pre-lease Force Majeure Delays, LRC will have certain rights as set forth in subparagraph 7(B) and other provisions of this Agreement, and (ii) in the event of intentional interference with the Work by BNPPLC itself for which LRC provides written notice to cease, LRC will be entitled to an extension of the deadline specified in subparagraph 2(A)(2)(a) as needed because of any delays resulting from such intentional interference. It is also understood that any such intentional interference by BNPPLC will constitute a Force Majeure Event. In no event, however, will BNPPLC’s exercise of its rights and remedies permitted under this Agreement or the other Operative Documents be construed as intentional interference with LRC’s performance of any Work; and thus neither BNPPLC’s exercise of its right to withhold Construction Advances at any time when LRC has failed to satisfy all conditions herein to such advances, nor BNPPLC’s exercise of its right to terminate Work by LRC as provided in subparagraph 7(C), be considered as intentional interference with the Work or a Pre-lease Force Majeure Event.

     (h) No Other Fees to LRC . Except as provided in the next subparagraph, LRC will have no claim under this Agreement for any fee or other compensation or for any reimbursement of internal administrative or overhead expenses (other than the out-of-pocket overhead expenses properly included in the Construction Budget, if any), it being understood that LRC is executing this Agreement in consideration of the rights expressly granted to it herein and in the other Operative Documents.

     (i) Administration of Existing Space Leases . Prior to any Termination of LRC’s Work, LRC’s rights under this Agreement will extend to and include the right to enforce and administer Existing Space Leases and to receive and enjoy all benefits conferred upon BNPPLC by the Existing Space Leases, including the right to receive rents thereunder as they become due. Without limiting the foregoing, LRC may (on behalf of BNPPLC) exercise any right to terminate any Existing Space Lease provided therein in the event of a default by the tenant thereunder. LRC must apply all rents paid to it under the Existing Space Leases prior to the Completion Date in the following order: (A) first, to pay on behalf of BNPPLC the management fee due to LRC as described

below in this subparagraph; (B) second, to pay any costs incurred to provide maintenance or repairs or services, if any, required of the landlord by the Existing Space Leases; (C) third, to reimburse BNPPLC for any Losses it may incur with respect to the Property or this Agreement, other than Covered Construction Period Losses for which BNPPLC is entitled to be indemnified by LRC pursuant to this Agreement. LRC must also pay any such rents not otherwise applied as provided in the preceding sentence, or needed by LRC to pay amounts described in the preceding sentence, over to BNPPLC for application as a Qualified Prepayment. As compensation for administering the Existing Space Leases during each calendar month or portion thereof after the Effective Date and prior to the Completion Date or any Termination of LRC’s Work, LRC will be entitled to the payment by or on behalf of BNPPLC of a management fee of three percent (3%) of the rents payable (whether or not collected) under the Existing Space Leases for such calendar month or portion thereof.

     (3) Quality of Work . LRC will cause the Work undertaken and administered by it pursuant to this Agreement to be performed (a) in a safe and good and workmanlike manner, (b) in accordance with Applicable Laws, and (c) in compliance with the provisions of this Agreement and the material provisions of the Permitted Encumbrances.

     (B)  Completion Notice . Within fifteen Business Days after LRC substantially completes construction of the Construction Project and obtains any certificate of occupancy or other permit (temporary or permanent) required by Applicable Laws for the commencement of LRC’s use and occupancy of the Improvements, LRC must provide a notice (a “ Completion Notice ”) to BNPPLC, advising BNPPLC thereof, and thereby establish the Completion Date. For purposes of this Agreement and the other Operative Documents, BNPPLC will be entitled to rely without investigation upon any such notice given by LRC as evidence that LRC has, in fact, substantially completed the Construction Project and has obtained any certificate of occupancy or other permit (temporary or permanent) required for the commencement of LRC’s use of the Improvements, and after giving any such notice LRC will be estopped from later claiming that the Completion Date has not occurred.

     (C)  Status of Property Acquired With BNPPLC’s Funds . All Improvements constructed on the Land as provided in this Agreement will constitute “Property” for purposes of the Lease and other Operative Documents. Further, to the extent heretofore or hereafter acquired (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be considered as having been acquired on behalf of BNPPLC by LRC and will constitute “Property” for purposes of the Lease and other Operative Documents, as will all renewals or replacements of or substitutions for any

such Property. The parties intend that title to the Improvements and to any other such Property will vest in BNPPLC without passing through LRC or LRC’s Affiliates before it is transferred to BNPPLC from contractors, suppliers, vendors or other third Persons, but with the understanding that all such Property will be accepted by BNPPLC subject to the terms and conditions of the other Operative Documents, including subparagraph 4(C)(1) of the Lease (concerning the characterization of the Lease and other Operative Documents for tax and certain other purposes). Although nothing herein constitutes authorization of LRC by BNPPLC to bind BNPPLC to any construction contract or other agreement with a third Person, any construction contract or other agreement executed by LRC for the acquisition or construction of Improvements or other components of the Property may, as LRC deems appropriate, provide for the direct transfer of title to BNPPLC as described in the preceding sentence.

     (D)  Insurance .

     (1) Liability Insurance . Throughout the period prior to any Termination of LRC’s Work, LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements, which are set forth in an exhibit to the Common Definitions and Provisions Agreement. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) Property Insurance . Throughout the period prior to any Termination of LRC’s Work, LRC must also keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Agreement written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements. If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance has been required hereunder, (i) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (ii) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC for application as required by Paragraph 5, and (iii) BNPPLC may settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and

is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds. If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 5 will apply.

     (3) Failure of LRC to Obtain Insurance . If LRC fails to obtain any insurance or to provide confirmation of any insurance as required by this Agreement, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may charge the cost of such insurance against the Construction Allowance as if it were a Construction Advance paid to LRC as hereinafter provided.

     (4) Waiver of Subrogation . LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party for any and all Losses, to the extent that LRC is compensated by insurance or would be compensated by the insurance policies contemplated in this Agreement, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Agreement. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

     (E)  Condemnation . Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party must promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. Prior to any Termination of LRC’s Work, LRC must, if requested by BNPPLC, diligently prosecute any such proceedings and consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of condemnation with respect to the Property and all judgments, decrees and awards for injury or damage to the Property will be paid to BNPPLC as Escrowed Proceeds, and all such proceeds will be applied as provided in Paragraph 5. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, to settle and deliver valid acquittances for, or to challenge and to appeal from, any such judgment, decree or award concerning condemnation of any of the

Property (provided, that so long as no 97-10/Meltdown Event has occurred and no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC). BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     (F)  Additional Representations, Warranties and Covenants of LRC Concerning the Property . Without limiting the rights granted to LRC by other provisions of this Agreement to be reimbursed from Construction Advances for the cost of complying with the following, LRC represents, warrants and covenants as follows:

     (1) Payment of Local Impositions . Throughout the period prior to any Termination of LRC’s Work, LRC must pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Local Impositions. If requested by BNPPLC from time to time, LRC will furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions prior to the applicable delinquency date therefor.

Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Agreement because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof, or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (2) Operation and Maintenance . Throughout the period prior to any

Termination of LRC’s Work, LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws and Existing Space Leases in all material respects and pay or cause to be paid all fees or charges of any kind in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, LRC must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and LRC must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Agreement, LRC must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any federal, state or other Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (3) Debts for Construction, Maintenance, Operation or Development . LRC

must promptly pay or cause to be paid all debts and liabilities incurred by it or its contractors or subcontractors in the construction, maintenance, operation or development of the Property. Such debts and liabilities will include those incurred for labor, material and equipment and all debts and charges for utilities servicing the Property.

     (4) Permitted Encumbrances . LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances throughout the period prior to any Termination of LRC’s Work. LRC must not, without the prior consent of BNPPLC, enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions encumbering BNPPLC’s interest in the Property.

     (5) Books and Records Concerning the Property . LRC must keep books and records that are accurate and complete in all material respects for LRC’s construction and management of the Property as contemplated in this Agreement and must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

     (G)  BNPPLC’s Right of Access .

     (1) Access Generally . BNPPLC and BNPPLC’s representatives may enter the Property at any time after reasonable prior notice to LRC for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Agreement or the other Operative Documents.

     (2) Failure of LRC to Perform . If LRC fails to perform any act or to take any action required of it by this Agreement or other Operative Documents, or to pay any money which LRC is required by this Agreement or other Operative Documents to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. (To the extent that expenses so incurred by BNPPLC, or money so paid by BNPPLC, qualify as Covered Construction Period Losses, LRC must pay the same to BNPPLC upon demand. If any such expenses incurred or money paid do not qualify as Covered Construction Period Losses, they will be included - with interest — in the Balance of Unpaid Covered Construction Period Losses under and as defined in the Purchase Agreement.) Further, BNPPLC, upon making such payment, will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which, under any

provision of this Agreement or otherwise, LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work permitted by BNPPLC hereunder on or in the Property keep and store upon the Property all necessary materials, to