Common use of Alterations and Expansions Clause in Contracts

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not perform or contract to perform any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget. Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as no Event of Default is continuing. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not, and shall not permit Property Owner or Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual BudgetBudget without the prior written consent of Lender. Borrower shall not, and shall not permit Property Owner or Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses Amount (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned that (i) Mortgage Lender has not required such additional collateral pursuant to Borrower upon completion of such Material Alteration so long as no Event of Default is continuingthe Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full). If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower No Obligor shall not perform or contract to perform any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget. Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, conditioned or delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as provided no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as provided no Event of Default is continuing, shall be deemed given by Lender if (A) Lender shall not have notified the applicable Obligor in writing of its refusal to grant such consent within the Material Alteration Approval Period (as hereinafter defined) after its receipt of a written request for such consent from such Obligor and (B) the written request described in clause (A) explicitly and prominently refers to the deemed approval requirement during the Material Alteration Approval Period. If Lender’s 's consent is requested hereunder with respect to a Material AlterationAlteration and the cost of such Material Alteration exceeds $10,000,000, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower The Obligors shall, on demand by Lender, reimburse Lender for the actual reasonable fees and disbursements of such consultant. As used herein, "Material Alteration Approval Periods" shall mean the 10 Business Day period following the Lender's receipt of Obligor's written request; provided, however, that Lender may by written notice given to the applicable Obligor within the initial 10 Business Day period extend the initial Material Alteration Approval Period for a reasonable time (not to exceed 30 days, subject to reasonable extension by Lender if Lender is diligently pursuing its evaluation of the proposed Material Alteration).

Alterations and Expansions. During Upon the occurrence and during the continuance of any Trigger Period or Event of Default, Borrower shall not perform or contract to perform any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget. Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as no Event of Default is continuing. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and disbursements of such consultant. If the total unpaid amounts due and payable with respect to alterations to the improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the greater of five percent (5%) of the Allocated Loan Amount with respect to such Property or $100,000 (the “Alteration Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following as determined by Borrower: (A) cash, (B) non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the Certificates in connection with any Securitization, (D) a Letter of Credit, or (E) a completion and performance bond issued by an Eligible Institution. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the improvements on the applicable Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.