Common use of Alterations Clause in Contracts

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject A. Tenant shall have the right to make any alterations of and additions to the rights of tenants Improvements (including alterations arising due to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld casualty or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomecondemnation), provided in all cases that no Events of Default exist hereunder and such alterations are made in connection with shall (a) tenant improvement work performed pursuant to not reduce the terms gross square footage of any Lease executed on or before the Closing DateImprovements, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any affect the structural component or systemic soundness of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed not adversely affect the fair market value of the Demised Premises, (d) be undertaken with due diligence in a good and workmanlike fashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and (f) shall, in the case of alterations, the estimated cost of which exceeds $1,000,000, be under the supervision of architects/engineers reasonably satisfactory to Landlord and any mortgagee pursuant to plans and specifications reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms work and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to which death or injury claims could be asserted against Landlord or Tenant or against the Improvements at the Property (other than such amounts to be paid Demised Premises or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)interest therein, Borrower, upon Lender’s request, shall promptly deliver to Lender as security together with comprehensive general liability insurance for the payment mutual benefit of such amounts Landlord and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection Tenant with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group limits of not less than A-1+ if Three Million Dollars ($3,000,000) in the event of injury to one person, Ten Million ($10,000,000) Dollars in respect to any one accident or occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the work. All such insurance shall be in a company or companies authorized to do business in the state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing easement. D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises which have been approved by Landlord so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. E. All improvements and alterations made or installed by Tenant shall immediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord on the expiration of the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertythis Lease.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a material adverse effect on BorrowerRestoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s financial conditionor Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant that are reasonably expected to the terms of have or does have a Material Adverse Effect on any Lease executed on or before the Closing DateIndividual Property, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any that are structural component of any Improvements, in nature or have an adverse effect on any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 the Alteration Threshold (with credit given for any balance in the “Threshold Amount”FF&E Reserve which is specifically allocated to the applicable Individual Property), Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) U.S. Obligationsdirect non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating Letter of Credit acceptable to Lender in its sole 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a material adverse effect on BorrowerRestoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s financial conditionor Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant that are reasonably expected to the terms of have or does have a Material Adverse Effect on any Lease executed on or before the Closing DateIndividual Property, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any that are structural component of any Improvements, in nature or have an adverse effect on any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 the Alteration Threshold (with credit given for any balance in the “Threshold Amount”FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to the applicable Individual Property), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationsdirect non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating Letter of Credit acceptable to Lender in its sole 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 25,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, or (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to (a) So long as the rights of tenants to make alterations pursuant to the terms of their respective LeasesFacility Lease shall be in effect, Borrower shall obtain Lendernot make or permit any alteration to the Facility except as requested by Facility Lessee and permitted under the Facility Lease and shall not consent to any other unpermitted alteration without the prior written consent of the Administrative Agent. (b) At any time the Facility Lease is not in effect, Administrative Agent’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Facility that will not may (i) have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, (ii) adversely affect the value use or operation of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateFacility, (biii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting affect any structural component of any Improvementsof part of the Facility, any utility or HVAC system contained in any Improvements the Facility or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Facility or (div) any structural alteration which costs less than have an aggregate cost in excess of $50,000.00 in 1,500,000 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Alteration Threshold”). If the total unpaid amounts due incurred and payable to be incurred with respect to any such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, BorrowerBorrower shall, upon Lender’s requestnotice from Administrative Agent, shall promptly deliver to Lender Administrative Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cashDocuments, (B) U.S. Obligations, (C) cash or 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationAdministrative Agent. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andAlteration Threshold. (c) Notwithstanding anything to the contrary contained herein, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any initial construction of the alterations Facility in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Facility and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 4.18.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed Four Million and 00/100 Dollars ($350,000.00 4,000,000.00) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property applicable Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyMaterial Adverse Effect.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant any alterations to any Improvements (i) that may have a Material Adverse Effect, (ii) that could adversely affect any structural component or the exterior of any Improvements or any utility or HVAC system at the Property, or (iii) the cost of which (including any related alteration, improvement work performed or replacement) is reasonably anticipated to exceed the Alteration Threshold or (b) any alteration to any Improvements during the continuance of an Event of Default (any of the foregoing, a “Material Alteration”). Lender agrees that so long as Borrower is in compliance with the further terms and conditions of this Agreement with respect to Material Alterations, Borrower shall not need to obtain Lender’s consent to a Material Alteration that is required by Franchisor pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationFranchise Agreement. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (A1) cash, (B2) a Letter of Credit, (3) U.S. Obligations, or (C4) other securities having a rating acceptable to Lender, provided that, to the extent applicable, Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. Upon substantial completion of any Material Alteration, if cashBorrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, may be applied from time to time(ii) all contractors, at subcontractors, materialmen and professionals who provided work, materials or services in connection with the option Material Alteration have been paid in full and have delivered unconditional releases of Borrowerliens, to pay and (iii) all material licenses and permits necessary for such alterations. At the option of Lenderuse, following the occurrence operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateBorrower may, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvementswithout Agent’s consent, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to perform alterations to the Improvements at and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of such Property and (other than such amounts iii) are in the ordinary course of Borrower’s business. Borrower shall not perform any Material Alteration without Agent’s prior written consent. Agent may, as a condition to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)giving its consent to a Material Alteration, Borrower, upon Lender’s request, shall promptly deliver require that Borrower delivers to Lender as Agent security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender Agent, provided that Agent shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationbond. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount andfor such Property, if cash, and Agent may be applied apply such security from time to time, time at the option of Borrower, Agent to pay for such alterations. At Agent hereby consents to the option Required Repairs. Upon substantial completion of Lenderany Material Alteration, following Borrower shall provide evidence satisfactory to Agent that (i) the occurrence Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and during professionals who provided work, materials or services in connection with the continuance Material Alteration have been paid in full and have delivered unconditional releases of an Event of Defaultliens, Lender and (iii) all material licenses and permits necessary for the use, operation and occupancy (which may terminate any be temporary or permanent) of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Agent to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Agent to prevent any material adverse effect on the value fund such Material Alterations, Agent shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence. (b) Notwithstanding anything to the contrary contained in this Section 4.12.2, provided no Event of Default is continuing, whenever Agent’s approval or consent is required pursuant to the provisions of this Section 4.12.2, Agent’s approval or consent, as the case may be, shall be deemed given if: (i) the first correspondence from Borrower to Agent requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE (MATERIAL ALTERATION): THIS IS A REQUEST FOR CONSENT (MATERIAL ALTERATION) UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ACQUISITION LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN THIRTY (30) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Agent in writing prior to the expiration of such thirty (30) Business Day period in order to adequately review the same has been delivered; (ii) if Agent fails to respond or to deny such request for approval in writing within the first twenty (20) Business Days of such thirty (30) Business Day period, a second notice requesting approval is delivered to Agent from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE (MATERIAL ALTERATION): THIS IS A REQUEST FOR CONSENT (MATERIAL ALTERATION) UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ACQUISITION LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Agent fails to provide a substantive response to such request for approval within such ten (10) Business Day period; and (iii) Borrower shall have delivered such security for the payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents as required in accordance with clause (a) of this Section 4.12.2.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 25,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, or (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Dollar General to make alterations pursuant to the terms of their its respective Leases, each Individual Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on such Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of such Individual Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the such Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute current alterations at such alteration or any non-structural alteration which costs less than $100,000.00 Individual Property), provided that, in all of the aggregate for all components thereof which constitute foregoing clauses (a) through (d), such alterationIndividual Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, the applicable Individual Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for such Individual Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements other than Approved Capital Expenditures, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of (i) any Lease executed on or before the Closing Datedate hereof, (ii) any Major Lease approved by Lender in accordance with the provisions of this Agreement, or (iii) any Minor Lease approved by Lender in accordance with the provisions of this Agreement (or for which Lender’s approval is not required hereunder), (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements and the aggregate cost thereof does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) or (c) alterations are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ “A 1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject Borrowers shall cause Mortgage Borrowers to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s Borrowers’ or Mortgage Borrowers’ financial condition, the value of the Property Properties or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s Borrowers’ or Mortgage Borrowers’ financial condition, the value of the Property Properties or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to to, or alterations permitted without Borrowers’ consent by, the terms of any Lease executed on or before approved by Lender pursuant to the Closing Dateterms of this Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed Five Million and 00/100 Dollars ($5,000,000.00), or (c) alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Properties (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) shall at any time equal or exceed Two Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 2,500,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrowers 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 Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (iv) a Letter of Credit, or (Dv) a completion and performance bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationan Approved Bank. 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 Property Properties (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with either (aa)(i) tenant improvement work performed pursuant to the terms of any Lease executed on approved or before for which no Lender approval is required in accordance with the Closing Dateterms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget or are being paid by the Tenant, (bii) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and (iii) the aggregate cost thereof outstanding at any one time does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Threshold Amount”), or (cb) alterations performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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 Obligations any of the following: (Ai) cash, (B) cash or U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, Obligations or (Dii) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender, and (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. Notwithstanding the forgoing, so long as Guarantor has a Net Worth of at least $350,000,000 and Liquid Assets of at least $10,000,000, Borrower shall not be required to deliver the security contemplated by the preceding sentence if it shall have delivered to Lender a performance and that the applicable Rating Agencies have confirmed completion guaranty in writing will not, favor of Lender duly executed and delivered by Guarantor and otherwise in form and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsubstance reasonably acceptable to Lender. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to (a) Following the rights Completion of tenants to make alterations pursuant to the terms of their respective LeasesImprovements, Borrower shall obtain Lender’s prior written consent to any subsequent alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (i) any alterations that will not have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (cii) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and 00/100 Dollars ($350,000.00 250,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion bond and performance bond, or letter (E) a Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything contained herein to the option of Lendercontrary, following the occurrence construction, Building Loan and during the continuance of an Event of Default, Lender may terminate any alteration of the alterations Improvements in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Improvements and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 5.1.21.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any ImprovementsImprovements (except tenant improvements under the ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Lease, under any Lease approved by Lender or under any Lease for which consent shall approval was not be unreasonably withheld required by Lender under this Agreement) (a) adversely affecting structural components of the Property, utilities, HVAC or delayed except with respect to alterations the exterior of the building, (b) that may have a material adverse effect Material Adverse Effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value on-going revenues or expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold which approval may be granted or withheld in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and Lender’s sole but reasonable discretion. The provisions of this Agreement or (d) any structural alteration Section 4.1.11 shall not require Lender’s consent for Restoration work, which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationconsent rights are instead governed by Section 5.2 hereof. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) Letters of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to or permitted under the terms of any existing Lease or any Lease executed on or before in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 work required to be performed by Borrower pursuant to the terms and conditions of the Leases, provided such work is completed in accordance with the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in terms of this Agreement and the aggregate for all components thereof which constitute such alterationLease. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) at the related Individual Property shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (A) cashCash, (B) U.S. Obligations, or (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the related Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property; provided, however, that the amount of any Letter of Credit given as security under this Section 5.1.20 shall not exceed ten percent (10%) of the allocated loan amount (and if the amount to be deposited with Lender hereunder is in excess of such cap and Borrower obtains a Letter of Credit in an amount equal to such cap, then Borrower shall deposit a sufficient amount of either Cash or U.S. Obligations with Lender to cover the difference between the capped amount and the amount required to be deposited hereunder). Notwithstanding the foregoing in this Section 5.1.20, for so long as a Single Tenant Lease remains in full force and effect with respect to an Individual Property, the rights of the Tenant thereunder to conduct alterations shall control and shall not otherwise be subject to Lender’s approval.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld Improvements of any Real Property or delayed except with respect to alterations the Land (i) that may have a material adverse effect on Borrowerany Borrower Entity’s financial condition, the value of the such Real Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateReal Property, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold for such Real Property, or (iii) that adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements (c) alterations performed in connection with the restoration any of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Material Alteration”). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Alteration Threshold Amount”)for such Real Property, BorrowerBorrower shall, upon Lender’s requestand shall cause each Borrower Subsidiary to, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, or (Civ) 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on with respect to the applicable Real Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount andfor such Real Property, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall, and shall cause each Borrower Subsidiary to, provide evidence reasonably satisfactory to Lender that (i) the option Material Alteration was constructed substantially in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the rights of tenants to make alterations pursuant to the terms of their respective Leasescontrary, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (I) any alterations to any Improvements with respect to any Individual Property that will is not have a material adverse effect on Borrower’s financial conditionTriple Net Leased Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property that is a Triple Net Leased Property to the extent that Borrower has the right to consent to, the value of the Property or the Net Operating Incomeapprove, provided that such alterations are made alterations, in connection with each instance (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datethat may have a Material Adverse Effect, (b) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility applicable Alteration Threshold or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed that are structural in connection with the restoration of the Property after the occurrence of a casualty nature, which approval may be granted or withheld in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLender’s reasonable discretion. If the total unpaid amounts due incurred and payable to be incurred with respect to alterations any such Landlord Alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)applicable Alteration Threshold, Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating security reasonably acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), (iv) a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, same) or (Dv) a completion bond or letter (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyapplicable Alteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the any Property or the Net Operating IncomeIncome with respect to any Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Property or the Net Operating IncomeIncome with respect to any Property, provided that such alterations are made in connection with (a) tenant improvement are either work performed pursuant to the terms of any Lease executed on approved or before deemed approved in accordance with the Closing Dateterms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building Building constituting a part of any Improvements, Improvements and (c) the aggregate cost thereof for all of the Properties combined (not including the cost of any previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the commencement of such new alterations), and for any individual Property, does not exceed the Threshold Amount for the applicable Property, or (d) are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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 Obligations any of the following: (Ai) cash, (B) cash or U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, Obligations or (Dii) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and that the applicable (z) with respect to which each Approved Rating Agencies have confirmed in writing will not, in and of itself, result in Agency has issued a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationRating Agency Confirmation. 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 such Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Property or the Improvements which (i) do not constitute a Material Alteration or (ii) are in the ordinary course of tenants to make alterations pursuant to Borrower’s business and are not structural alterations, and do not materially adversely affect the terms value of their respective Leases, the Property. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvements, which consent shall will not be unreasonably withheld or delayed except with respect withheld. Lender may, as a condition to alterations giving its consent to a Material Alteration, require that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) U.S. Obligationsa Letter of Credit, (Ciii) 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender, or (Div) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationbond. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Lender to prevent any material adverse effect on the value fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed Four Million and 00/100 Dollars ($350,000.00 4,000,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property applicable Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyMaterial Adverse Effect.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 100,000 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 five (5%) percent of the Release Amount (the “"Threshold Amount”), Borrower, upon Lender’s request, Amount"),Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1A-1 + if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgradedown grade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the applicable Individual Property to the extent necessary to prevent any material adverse effect on the value of the such Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, each Individual Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on such Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of such Individual Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the such Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute current alterations at such alteration or any non-structural alteration which costs less than $100,000.00 Individual Property), provided that, in all of the aggregate for all components thereof which constitute foregoing clauses (a) through (d), such alterationIndividual Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, the applicable Individual Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for such Individual Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to to, or alterations permitted without Borrower’s consent by, the terms of any Lease executed on or before approved by Lender pursuant to the Closing Dateterms of this Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed One Million and 00/100 Dollars ($1,000,000.00), or (c) alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 500,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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 Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (Div) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (A) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. ; provided that the alterations contemplated under this Section 5.1.21 do not include Borrower’s repair obligations under Section 5.1.1 hereof Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 250,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 the Alteration Threshold for such Individual Property (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.

Alterations. Subject to Borrower shall, and shall cause the rights of tenants to make alterations pursuant to the terms of their respective Leasesapplicable Master Tenant to, Borrower shall obtain Lender▇▇▇▇▇▇’s prior written consent to any alteration to any Improvements at the Individual Property occupied by such Master Tenant, such consent not to be unreasonably withheld, conditioned or delayed (except with respect to any alterations to any Improvements, which consent shall not Improvements that could reasonably be unreasonably withheld or delayed except with respect expected to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect). Notwithstanding the foregoing, (i) any requirement for Lender’s consent with respect to alterations in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation shall be governed by Section 6.4 and (ii) Lender’s consent shall not be required in connection with any alterations that will (x) could not reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that if such alterations shall adversely affect any structural component of any Improvements with respect to any Individual Property or any material utility or HVAC system contained in any such Improvements and the aggregate cost thereof exceeds $1,000,000, then prior written consent of Lender shall be required or (y) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility date hereof or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property executed after the occurrence of a casualty date hereof in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Properties (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal exceed, (i) with respect to any Individual Property, the greater of (x) fifteen percent (15%) of the Allocated Loan Amount for such Individual Property and (y) $10,000,000 or exceed $350,000.00 (ii) five percent (5%) of the Original Principal Indebtedness in the aggregate with respect to all of the Properties (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall (and Borrower shall cause the applicable Master Tenant to) 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that that, at Lender’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to, or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) under which either Borrower or Sole Member shall have all of the repayment obligations, issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ ” or rating by ▇▇▇▇▇’▇ of not less than “P-1”, if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, at ▇▇▇▇▇▇’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect thereto. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding anything to the option of Lendercontrary contained in this Section 5.1.21, following solely with respect to the occurrence and during Third Party Sublease Properties, any alterations to any Third Party Sublease Property conducted by the continuance of an Event of Default, Lender may terminate any applicable Third Party Subtenant shall be deemed to be in compliance with this Section 5.1.21 if undertaken pursuant to the terms of the alterations and use the deposit to restore the Property applicable Third Party Sublease; provided, however, notwithstanding anything to the extent necessary contrary in the applicable Third Party Sublease, Borrower’s obligation to prevent post additional security for the Loan pursuant to this Section 5.1.21 shall not be in any material adverse effect on the value of the Propertyway altered or impaired.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not materially adversely affect Borrower’s financial condition or the value or net operating income of tenants to make alterations pursuant the Properties or of any Individual Property, and (iii) are in the ordinary course of Borrower’s business (it being understood that nothing in this clause (iii) shall prohibit Borrower from carrying out FF&E Work to the terms of their respective Leases, extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved PIP Expense). Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except delayed. Lender may, as a condition to giving its consent to a Material Alteration with respect to alterations any one or more Individual Properties, require that may have a material adverse effect on Borrower deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s financial conditionObligations under the Loan Documents, the value which security may be any of the Property following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or the Net Operating Income. Notwithstanding the foregoing, (iv) other securities acceptable to Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant Lender shall have received a Rating Agency Confirmation as to the terms form and issuer of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant same. Such security shall be in an amount equal to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall at have been satisfied, Lender will disburse funds from any time equal Material Alteration security that is cash to fund (or exceed $350,000.00 reimburse Borrower for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s funding of the cost of the Material Alterations (such reduction being in the “Threshold Amount”amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower, upon ’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s obligations under written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the Loan Documents any of the following: same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) cashstating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) U.S. Obligationsstating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) other securities having stating that the portion of such Material Alteration to be funded has not been the subject of a rating acceptable previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender and in its reasonable discretion that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification balance of the initialcash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, orafter giving effect to the requested disbursement, if higherwill be sufficient to cover the remaining cost of such Material Alteration, then current ratings assigned (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 portion of the initial, or, if higher, then current ratings assigned Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Securitization. Such security Material Alteration, Borrower shall be provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in an amount equal to accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the excess Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the total unpaid amounts with respect to alterations to the Improvements on the Property Material Alteration (other than such amounts to be paid or reimbursed by tenants under those which depend on the Leasesperformance of tenant improvement work) over the Threshold Amount andhave been issued. If Borrower has provided cash security, if cashas provided above, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property except to the extent necessary applied by Lender to prevent any material adverse effect on fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided non-cash security, as provided above, except to the value extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject Except with respect to the rights of tenants to make alterations pursuant to the terms of their respective Leasesemergency repairs which require immediate attention, Borrower shall obtain Lender’s prior written consent to any approval shall be required in connection with alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations (a) that are Material Alterations that may have a material adverse effect impact on the use or operation of such Individual Property or on Borrower’s financial condition, ability to make Debt Service payments at any time during the value duration of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that work constituting such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Alteration, (b) tenant improvement work performed pursuant that are Material Alterations and the cost of which are reasonably anticipated to exceed the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility Alteration Threshold or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property made after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationEffective Maturity Date. If the total unpaid amounts due and payable contract cost or, if not pursuant to a contract, the anticipated cost, with respect to alterations all Material Alterations to the Improvements at the Property (other than less amounts in any Fund allocated to such amounts to be paid Material Alterations) that are either under contract or reimbursed by tenants under the Leases) have commenced shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender Lender, provided that the applicable Rating Agencies have confirmed in writing that the form and that issuer of same will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with any Securitization, or (iv) a completion bond, the form and issuer of which the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property all Material Alterations under contract (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases and amounts in any Fund allocated to such alteration) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterationsAlteration Threshold. At such time as the option amount of Lenderany security so deposited exceeds the remaining cost to complete the Material Alteration for which such security was deposited, following the occurrence and during the continuance of an Event of Defaultas determined by Lender in its reasonable discretion, Lender may terminate any shall disburse such excess amounts to Borrower upon Borrower’s satisfaction of the alterations and use the deposit to restore the Property to the extent necessary to prevent conditions set forth in Section 5.3.2(b) – (g) as if such disbursement was a disbursement of Net Proceeds. Borrower shall deliver such evidence as Lender may reasonably require that any material adverse effect on the value of the PropertyMaterial Alterations are in compliance with all applicable Legal Requirements.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Seven Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars ($350,000.00 787,500.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect to any alterations to any Improvements on any Individual Property that may have a material adverse effect on Borrower’s 's financial condition, the use, operation or value of the any Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection Income with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant respect to the terms of any Lease executed on or before the Closing DateIndividual Property, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) other than alterations performed in connection with the restoration Restoration of the Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the on any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and No 00/100 Dollars ($350,000.00 250,000) (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A1) cash, (B2) U.S. Obligations, (C3) 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D4) a completion bond or irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and may be applied reduced from time to time, at time by the option of Borrower, cost estimated by Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the applicable Individual Property to the extent necessary to prevent any material adverse effect on the use, operation or value of the applicable Individual Property or the Net Operating Income with respect to the Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to to, or alterations permitted without Borrower’s consent by, the terms of any Lease executed on or before approved by Lender pursuant to the Closing Dateterms of this Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed One Million and 00/100 Dollars ($1,000,000.00), or (c) alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 500,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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 Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (Div) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (A) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesthe Anchor Tenant Lease, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property. With respect to Alterations for which Borrower must obtain the consent of Lender pursuant to the terms of this Agreement, Lender shall have fifteen (15) Business Days after Borrower’s delivery of its request for consent (WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN DEEMED CONSENT UPON FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER A “FAILURE TO RESPOND” SECOND NOTICE), together with preliminary drawings and specifications for such Alterations, within which Lender may grant or not grant Borrower’s request for consent. If Lender shall not have responded to Borrower within such 15-Business Day period, Borrower may give a second notice WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED CONSENT. If Lender shall not, within five (5) Business Days after such second notice, notify Borrower that such consent will not be granted, such consent shall be deemed to have been granted.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to causing or permitting Mortgage Borrower to cause any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Property(or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to After the rights Completion of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Improvements (a) Lender’s prior written consent to approval shall be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations Improvements that may (i) have a material adverse effect on Borrower’s, Mortgage Borrower’s or First Mezzanine Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoingrelated Property, Lender’s consent shall not be required (ii) result in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value reduction of the Property or square footage of the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any related Improvements, (ciii) alterations performed in connection with adversely affect the restoration use or operation of the Property after related Improvements and/or (iv) require an amendment to the occurrence Offering Plan or the Declaration of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationCondominium. If the total unpaid amounts due incurred and payable to be incurred with respect to any such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligations, Obligations or (Ciii) other securities having a rating reasonably acceptable in all respects 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or Securitization (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of provided that such collateral will not less than A-1+ if be required to the term of extent such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable collateral has been deposited with Mortgage Lender pursuant 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 terms of the initial, or, if higher, then current ratings assigned in connection Mortgage Loan Documents or with any SecuritizationFirst Mezzanine Lender pursuant to the terms of the First Mezzanine Loan Documents). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 250,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $100,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 750,000.00 (the “Alteration Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property related Individual Property, the Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property related Individual Property, the Collateral or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on related Individual Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $1,000,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in and the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), Borrowerprovided that, upon Lender’s requestat no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver or cause to be delivered 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, Borrower shall be relieved of its obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents and Lender received evidence acceptable to Lender of the delivery of such security.

Alterations. Subject Borrower may, without Lender’s consent, permit Owner to perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not materially adversely affect Borrower’s or Owner’s financial condition or the value or net operating income of tenants to make alterations pursuant the Properties or of any Individual Property, and (iii) are in the ordinary course of Owner’s business (it being understood that nothing in this clause (iii) shall prohibit Owner from carrying out FF&E Work to the terms of their respective Leases, extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved PIP Expense). Borrower shall obtain not permit Owner to perform any Material Alteration without Lender’s prior written consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except delayed. To the extent that the Mortgage Loan is no longer outstanding, Lender may, as a condition to giving its consent to a Material Alteration with respect to alterations any one or more Individual Properties, require that may have a material adverse effect on Borrower deliver (or cause Owner to deliver) to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s financial conditionObligations under the Loan Documents, the value which security may be any of the Property following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or the Net Operating Income. Notwithstanding the foregoing, (iv) other securities acceptable to Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant Lender shall have received a Rating Agency Confirmation as to the terms form and issuer of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant same. Such security shall be in an amount equal to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall at have been satisfied, Lender will disburse funds from any time equal Material Alteration security that is cash to fund (or exceed $350,000.00 reimburse Borrower or Owner for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s funding of the cost of the Material Alterations (such reduction being in the “Threshold Amount”amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower, upon ’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s obligations under written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the Loan Documents any of the following: same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) cashstating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) U.S. Obligationsstating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) other securities having stating that the portion of such Material Alteration to be funded has not been the subject of a rating acceptable previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower or Owner to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender and in its reasonable discretion that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification balance of the initialcash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, orafter giving effect to the requested disbursement, if higherwill be sufficient to cover the remaining cost of such Material Alteration, then current ratings assigned (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 portion of the initial, or, if higher, then current ratings assigned Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Securitization. Such security Material Alteration, Borrower shall be provide (or cause Owner to provide) evidence satisfactory to Lender that (i) the Material Alteration was constructed in an amount equal to accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the excess Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the total unpaid amounts with respect to alterations to the Improvements on the Property Material Alteration (other than such amounts those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided (or caused Owner to be paid or reimbursed by tenants under the Leasesprovide) over the Threshold Amount andcash security, if cashas provided above, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property except to the extent necessary applied by Lender to prevent any material adverse effect on fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided (or has caused Owner to provide) non-cash security, as provided above, except to the value extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on related Individual Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $1,000,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), Borrowerprovided that, upon Lender’s requestat no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or Net Operating Income of tenants to make alterations pursuant to the terms Property and (iii) are in the ordinary course of their respective Leases, Borrower’s business. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect delayed; provided, however, that Lender may, in its sole and absolute discretion, withhold consent to alterations that may have any alteration the cost of which is reasonably estimated to exceed $1,000,000 or which is likely to result in a material adverse effect on Borrower’s financial condition, the value decrease of the Property or the Net Operating IncomeIncome by two and one-half percent (2.5%) or more for a period of thirty (30) days or longer. Notwithstanding the foregoingLender may, Lender’s as a condition to giving its consent shall not be required in connection with any alterations to a Material Alteration, require that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term cost of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be Material Alteration in an amount equal to the excess 125% of the total unpaid amounts cost of the Material Alteration as estimated by Lender. Upon substantial completion of the Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with respect to alterations to applicable Legal Requirements and substantially in accordance with plans and specifications approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Improvements on Material Alteration have been paid in full and have delivered unconditional releases of lien and (iii) all material Licenses necessary for the Property use, operation and occupancy of the Material Alteration (other than such amounts to be paid those which depend on the performance of tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for all out-of-pocket costs and expenses (including the reasonable fees of any architect, engineer or reimbursed other professional engaged by tenants under the LeasesLender) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence incurred by Lender in reviewing plans and during the continuance of an Event of Default, Lender may terminate specifications or in making any of the alterations and use the deposit to restore the Property to the extent determinations necessary to prevent any material adverse effect on implement the value provisions of the Propertythis Section 5.4.2.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of tenants to make alterations pursuant to the terms Property and (iii) are in the ordinary course of their respective Leases, Borrower’s business. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not not, so long as no Event of Default has occurred and is continuing, be unreasonably withheld withheld, conditioned or delayed except with respect delayed. Lender may, as a condition to alterations giving its consent to a Material Alteration, require that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, or (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Lender to prevent any material adverse effect on the value fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 500,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 1,000,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 1,000,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to Other than any alterations or Improvements in connection with or as a result of the rights GDOT Condemnation, tenant improvements (whether by Tenant or by Borrower) or other landlord obligations under Leases in place as of tenants to make alterations pursuant to the Closing Date (including those items set forth in Schedule 4.25 hereof) or otherwise entered into in accordance with the terms of their respective Leasesthis Agreement, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, approval (which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent delayed) shall not be required in connection with any alterations to any Improvements, exclusive of alterations undertaken as part of a Restoration in accordance with the terms of this Agreement, (a) that will not are reasonably expected to have or does have a Material Adverse Effect on any Individual Property, (b) that are structural in nature or have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or impact a material portion of the exterior of any building constituting a part of any of the Improvements, or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) U.S. Obligationsdirect non‑callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating letter of credit acceptable to Lender in its sole 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andAlteration Threshold. If the Deemed Approval Requirements set forth herein are fully satisfied in connection with Borrower’s request for Lender’s approval with respect to a matter pursuant to this Section 5.21, if cashLender’s approval shall be deemed given with respect to such matter. Notwithstanding the foregoing, may Lender’s consent shall not be applied from time required in connection with the T-Mobile Work or the T-Mobile Parking Structure (so long as, with respect to timethe T-Mobile Parking Structure, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary that funds sufficient to prevent any material adverse effect on complete the value T-Mobile Parking Structure are not held in the T-Mobile Work Reserve Account upon the -68- commencement of the Propertyconstruction of the T-Mobile Parking Structure, Guarantor delivers to Lender a guaranty for the difference between the cost of completing the T-Mobile Parking Structure and the amount of the T-Mobile Work Funds then held in the T-Mobile Work Reserve Account).

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain obtain, and shall require Master Tenant to obtain, Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being understood that Replacements do not constitute “alterations” subject to this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (a) are required to comply with the Franchise Agreement, unless the aggregate cost of such alterations is reasonably anticipated to exceed five percent (5%) of the original principal amount of the Debt or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations Income and (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement; or (dii) the cost of which (including any structural alteration which costs less than related alteration, improvement or replacement) is reasonably anticipated not to exceed $50,000.00 in 250,000.00 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Threshold Amount”). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and Lender shall make such security available to pay, or to reimburse Borrower or Master Tenant for, the costs of such alteration, in accordance with the disbursement procedures applicable to disbursements from the Replacement Reserve Fund; and, if cashupon presentation by Borrower or Master Tenant of satisfactory completion of such alteration, Lender shall release any remaining portion of such security to Borrower or Master Tenant, as either of them may be applied from time to timedirect, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an provided that no Event of Default, Lender may terminate any of the alterations Default has occurred and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis continuing.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, Improvements which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomewithheld. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect Materially Adverse Effect on Borrower’s financial condition, the value of the any Property or the Net Operating Income, provided that (1) such alterations are made in connection with (a) tenant improvement are either work performed pursuant to the terms of any Hospital Lease executed on approved or before deemed approved in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, and (c) the aggregate cost thereof does not exceed $250,000, or (2) such alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Properties (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)250,000, Borrower, upon Lender’s request, 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 Obligations any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in following an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the any Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, $250,000 and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, on the Property, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in alterations, additions, reconfiguration, renovations or demolition performed with respect to the aggregate for all components thereof which constitute such alteration JC Penney Space following the expiration of the JC Penney Lease pursuant to the terms and provisions of one or any non-structural alteration which costs less than $100,000.00 in more Leases of the aggregate for all components thereof which constitute such alterationJC Penney Space. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 2,500,000) (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.. Borrower may request a waiver from Lender of the requirement for such security, and Lender shall respond to such request within ten (10) Business Days

Alterations. Subject to (a) Following Completion of the rights of tenants to make alterations pursuant to the terms of their respective LeasesImprovements, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements that will not may (i) have a material adverse effect Material Adverse Effect on any Borrower’s or Mortgage Borrower’s financial condition, condition or the value of the Property Property, (ii) result in a material reduction of the square footage of the related Improvements, (iii) adversely affect the use or operation of the related Improvements, (iv) require an amendment to the Offering Plan or the Net Operating Income, provided that such alterations are made in connection with Declaration of Condominium; (av) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, ; or (cvi) alterations performed have an aggregate cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s Borrowers’ obligations under the Loan Documents any of the following: (A1) cashCash, (B2) U.S. Obligations, or (C3) other securities having a rating reasonably acceptable in all respects 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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or Securitization (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of provided that such collateral will not less than A-1+ if be required to the term of extent such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable collateral has been deposited with Mortgage Lender pursuant 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 terms of the initial, or, if higher, then current ratings assigned in connection Mortgage Loan Documents or with any SecuritizationSecond Mezzanine Lender pursuant to the Second Mezzanine Loan Documents). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. (b) Notwithstanding anything contained herein to the contrary, if cashthe construction, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence renovation and during the continuance of an Event of Default, Lender may terminate any alteration of the alterations Improvements in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Improvements and will not be subject to prevent any material adverse effect on the value terms of this Section 4.1.10. (c) The provisions of this Section 4.1.10 shall not pertain to a Restoration for which the provisions of Article 5 of the PropertyBuilding Loan Agreement are intended to govern.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements----------- consent, which consent shall not be unreasonably withheld or delayed except with respect to any alterations to any Improvements on any Individual Property that may have a material adverse effect on Borrower’s 's financial condition, the value of the such Individual Property or the Net Operating Income. Notwithstanding the foregoingIncome with respect to such Individual Property, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) other than tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) Improvements or alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at on the Property Properties (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 five percent (5%) of the outstanding principal balance of the Loan (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s request, Borrower ---------------- shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) 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 initial, or, if higher, then current ratings assigned in connection with any Securitization, Securitization or (Div) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property Properties (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and may be applied reduced from time to time, at time by the option of Borrower, cost estimated by Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the such Individual Property.

Alterations. Subject 9.1 The original improvement of the Premises shall be accomplished by Landlord in accordance with Exhibit B. Landlord is under no obligation to make any alterations, additions, improvements or other changes (collectively "Alterations") in or to the rights of tenants Premises except as set forth in Exhibit B or otherwise expressly provided in this Lease. 9.2 Tenant shall not make or permit anyone to make alterations pursuant any Alteration in or to the terms of their respective Leases, Borrower shall obtain Lender’s Premises or the Building without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion with respect to any alterations to any Improvementsstructural Alterations and non-structural Alterations which are visible from the exterior of the Premises, and which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations all other non-structural Alterations. Structural Alterations shall be deemed to include without limitation any Alteration that may have a material adverse effect on Borrower’s financial conditionwill or is likely to necessitate any changes, replacements or additions to the value electrical, mechanical, plumbing, heating, ventilating or air conditioning systems of the Property Premises or the Net Operating IncomeBuilding. Notwithstanding Any Alteration made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt mariner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications approved in writing by Landlord; (d) in accordance with legal requirements and requirements of any insurance company insuring the foregoing, Lender’s Building; (e) after obtaining any required consent shall not be required of the holder of any Mortgage (as defined in Section 21.1); and (2) after obtaining a workmen's compensation insurance policy approved in writing by Landlord. If any lien (or a petition to establish a lien) is filed in connection with any alterations that will Alteration, then such lien (or petition) shall be discharged by Tenant at Tenant's expense within thirty (30) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord's consent to the making of an Alteration shall not be deemed to constitute Landlord's consent to subject its interest in the Premises or the Building to liens which may be filed in connection therewith. 9.3 If any Alteration is made without Landlord's prior written consent, then Landlord shall have a material adverse effect on Borrower’s financial condition, the value right at Tenant's expense to remove and correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. All Alterations to the Premises or the Building made by either party shall immediately become Landlord's property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Property Lease Term; provided, however, that if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at Tenant's expense. and except that Tenant shall be required to remove all Alterations to the Premises or the Net Operating Income, provided that Building which Landlord designates at the time such alterations are Alteration was made in connection writing for removal. Movable furniture, furnishings and equipment shall be deemed to exclude any item which would normally be removed from the Premises with (a) tenant improvement work performed pursuant the assistance of any tool or machinery other than a dolly. Landlord shall have the right to repair at Tenant's expense all damage to the terms of Premises or the building caused by such removal or to require Tenant to do the same. If any Lease executed on such furniture, furnishing or before the Closing Date, (b) tenant improvement work performed pursuant equipment is not removed by Tenant prior to the terms expiration or earlier termination of the Lease Term, then the same shall become Landlord's property and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or shall be surrendered with the exterior of any building constituting Premises as a part of thereof; provided, however, that Landlord shall have the right to remove from the Premises at Tenant's expense such furniture, furnishing or equipment and any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration Alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed Landlord designates in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyremoval.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants 42 under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Borrower shall not, and shall not permit Mortgage Borrower or Baltimore Owner to make alterations pursuant to the terms any alteration of their respective Leases, Borrower shall obtain any Improvement without obtaining Lender’s prior written consent to any alterations to any Improvementssuch alterations, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s or Baltimore Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations with respect to the applicable Individual Property (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof or any Lease executed after the date hereof in accordance with the terms of this Agreement, (b) tenant improvement work performed pursuant related solely to furniture, fixtures and equipment, (c) have been provided for in the terms and provisions of a Lease and Approved Annual Budget, (d) do not adversely affecting affect any structural component of any ImprovementsImprovements on the applicable Individual Property, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements and the aggregate cost thereof does not exceed the lesser of One Million and 00/100 Dollars (c$1,000,000) alterations or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property or (e) are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (d30) days, Lender’s approval shall be deemed given. Should Lender fail to approve any structural alteration which costs less than $50,000.00 such request, Lender shall give Borrower written notice setting forth in reasonable detail the aggregate basis for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationdisapproval. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or from the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) shall at any time equal exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or exceed $350,000.00 three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property (the “Alteration Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cashcash or a Letter of Credit, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and payment bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, if required by Lender, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be, and shall be adjusted from time to time to be, in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) over the Alteration Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding the option foregoing to the contrary, Borrower shall be relieved of Lenderits obligation to deposit such security, following provided that (1) Mortgage Borrower is required to and does deposit such security under the occurrence Mortgage Loan and during the continuance of an Event of Default, (2) Lender may terminate any receives evidence reasonably acceptable to Lender of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertysuch security with Mortgage Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate Notwithstanding any of the alterations and use the deposit to restore the Property provision herein to the extent necessary contrary, failure of Lender to prevent any material adverse effect approve or disapprove a request made pursuant to this Section 5.1.21 within fifteen (15) days of receipt of Borrower’s request for same shall constitute approval provided that (a) on the value face of the Propertyany such request, Borrower clearly states in bold, all capital lettering that Lender’s failure to respond in such time period shall be deemed approval thereof, and (b) such request shall be accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (db) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect delayed, to any alterations to the Improvements that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Mortgage Borrower’s financial condition, the use, operation or value of any Individual Property, the Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, or the net operating income of any Individual Property or the Net Operating IncomeCollateral (an “Alteration”), provided that such alterations are made in connection with other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or of any Lease executed subsequent to the date hereof if Lender shall have approved (or shall be deemed to have approved) such Lease pursuant to Section 5.1.17 hereof, (b) tenant improvement work performed pursuant to the terms and provisions conditions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions conditions of this Agreement and the Mortgage Loan Documents or (d) the capital improvements identified in Schedule 5.1.20 annexed hereto. Any approval by Lender of the plans, specifications or working drawings for Alterations of any structural alteration which costs less than $50,000.00 in the aggregate Individual Property shall not create responsibility or liability on behalf of Lender for all components thereof which constitute their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such alteration approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationother person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations an Alteration to the Improvements at the of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal or exceed to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $350,000.00 2,500,000 (the “Threshold Amount”; and any such Alteration a “Material Alteration”), Borrower, upon Lender’s request, Borrower shall promptly deliver or cause to Lender be delivered to Lender, (i) as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Documents, any of the following: (A1) cash, (B2) U.S. Obligations, (C3) other securities having a rating reasonably acceptable to Lender and that or, if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that such securities delivered will not, in and of itselfthemselves, result in a downgrade, withdrawal or qualification of the initial, or if higher, the then current ratings assigned in connection with such Securitization, (4) a completion bond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that any such Material Alteration shall not result in the downgrade, withdrawal or qualification of the initial, or, if higher, then the current ratings assigned to the Securities in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts with respect to alterations Material Alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or to be paid from Reserve Funds or Alterations not requiring approval under clauses (a) through (d) above) over (y) the Threshold Amount andAmount. Upon Borrower’s request therefor, if cash, may be applied Lender shall disburse any Material Alteration Security that is cash to Borrower to pay for Material Alterations or permit Borrower to partially reduce any non-cash Material Alteration Security for work completed and paid for with respect to Material Alterations from time to time, at subject to the option same conditions to the release and disbursement of Borrower, to pay for such alterationsRequired Repair Funds. At the option of Lender, following the occurrence and during the continuance of an Provided that no Event of DefaultDefault then exists, upon completion of the Material Alteration, as determined by Lender in its reasonable discretion, Lender may terminate shall cancel the Material Alteration Security or disburse or return to Borrower the Material Alteration Security, as applicable. Notwithstanding the foregoing, Borrower shall be relieved of its obligation to deposit the security for certain alterations described above if Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents, and in any such case Lender has received evidence reasonably acceptable to Lender of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value delivery of the Propertysuch security.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoingforegoing and provided that no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with any alterations (a) that are Replacements, Required Repairs or PIP Requirements, or (b) that (together with the related cost of such alterations) have been provided for in the Approved Annual Budget or (c) that will not have a material adverse effect Material Adverse Effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that (i) the cost of such alterations are made in connection with the aggregate for all Individual Properties at one time shall not exceed Ten Million Dollars (a$10,000,000), and (ii) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, such alterations (bA) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed the lesser of (x) One Million Dollars ($1,000,000) and (y) an amount equal to three percent (3%) of the Release Amount of the applicable Individual Property, or (cB) are alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or amounts to be paid from any Reserve Fund) shall at any time exceed an amount equal or exceed to the lesser of (1) five percent (5%) of the Release Amount of the applicable Individual Property and (2) Fifteen Million Dollars ($350,000.00 15,000,000) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” and by ▇▇▇▇▇’▇ of not less than “P-1” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant any alterations to the terms of any Lease executed on or before the Closing DateImprovements (i) that may have a Material Adverse Effect, (bii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not that could adversely affecting affect any structural component or the exterior of any Improvements, Improvements or any utility or HVAC system contained in at the Property, or (iii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold or (b) any alteration to any Improvements or during the exterior continuance of an Event of Default (any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Material Alteration”). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (A1) cash, (B2) a Letter of Credit, (3) U.S. Obligations, or (C4) other securities having a rating acceptable to Lender (including, but not limited to, a payment and/or performance bond), provided that, to the extent applicable, Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. Upon substantial completion of any Material Alteration, if cashBorrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, may be applied from time to time(ii) all contractors, at subcontractors, materialmen and professionals who provided work, materials or services in connection with the option Material Alteration have been paid in full and have delivered unconditional releases of Borrowerliens, to pay and (iii) all material licenses and permits necessary for such alterations. At the option of Lenderuse, following the occurrence operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & £ Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Major Tenant to make alterations pursuant to the terms of their respective the Major Tenant Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable by Borrower with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any ImprovementsImprovements (except tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which consent shall approval was not be unreasonably withheld required by Lender under this Agreement adversely affecting structural components of the Property, utilities, HVAC or delayed except with respect to alterations the exterior of the building) (a) that may have a material adverse effect Material Adverse Effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not adversely affecting any structural component of any ImprovementsAlteration Threshold, any utility which approval may be granted or HVAC system contained withheld in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLender’s sole discretion. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (Ai) cash, (Bii) Letters of Credit (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesleases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 150,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 300,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 300,000.00 (and such amount is not being paid from any Reserve Fund) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, Borrower to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, 11.%2.%3.%4. Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed subject to the Deemed Approval Standard, except with respect to alterations that may are reasonably likely to have a material adverse effect on Borrower’s or Operating Company’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s or Operating Company’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 in alterations permitted to be performed by Manager (provided Manager is a Non-Affiliated Manager) without the aggregate for all components thereof which constitute such alteration approval of Borrower or any nonOperating Company under the terms of the Management Agreement (provided the Management Agreement is a Non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAffiliated Management Agreement), or (e) alterations performed pursuant to an Approved Annual Budget. If the total unpaid amounts due and payable with respect to alterations constituting a single project to the Improvements at the Property (other than such amounts (I) to be paid or reimbursed by tenants Tenants under the LeasesLeases (II) for which there are then funds expressly reserved pursuant to the applicable Approved Annual Budget in the Reserve Funds or the Manager-Held Reserves, or (III) to the extent of which Lender shall then be holding a Completion Guaranty from Guarantor in accordance with 5.1.21(b) hereof) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Amount for the Property, BorrowerBorrower shall promptly deliver to Lender, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, Obligations (C) other securities having a rating acceptable to Lender and that and, at Lender’s option, with respect to which the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, Rating Agency Confirmation or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (a) Notwithstanding the option foregoing, Borrower shall be relieved of its obligation to deliver to Lender the security for the payment of amounts with respect to the alterations otherwise required under Section 5.1.21(a) above to the extent the total cost for the alterations does not exceed $6,400,000.00; provided, that, Borrower shall have delivered to Lender a Completion Guaranty from Guarantor in the amount by which the total cost for the alterations exceeds the Threshold Amount, each such Completion Guaranty to be accompanied by an Additional Insolvency Opinion or a “bring down” of the Insolvency Opinion satisfactory in form and substance to Lender, following and provided further, that notwithstanding the occurrence and during foregoing, in the continuance of event that an Event of DefaultDefault or Cash Sweep Period shall occur and be continuing Borrower shall deliver to Lender the security otherwise required under clause (a) above within one (1) Business Day of the occurrence of such Event of Default or the related Cash Sweep Event, in an amount equal to the aggregate amount of alterations, the completion of which is guaranteed under each Completion Guaranty delivered to Lender under this Section 5.1.21(b) and then outstanding, and, upon receipt thereof, Lender may terminate any of the alterations shall thereupon release and use the deposit return to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyGuarantor each such Completion Guaranty.

Alterations. Subject Borrower may, without Lender's consent, perform alterations to the Improvements and Equipment at a Collateral Property which do not constitute a Material Alteration and which do not materially adversely affect such Borrower's financial condition or the value or net operating income of such Collateral Property. Borrower shall not perform an alteration (i) at the Collateral Property known as (x) Westfield Shoppingtown Enfield or the Collateral Property known as Westfield Shoppingtown West Park the cost of which (including all other alterations then ongoing with respect to such Collateral Property) exceed twenty five percent (25%) of the Allocated Loan Amount for such Collateral Property or (y) with respect to any of the other Collateral Properties the cost of which (including all other alterations then ongoing with respect to such Collateral Property) exceed fifteen percent (15%) of the Allocated Loan Amount for such Collateral Property, (ii) at a Collateral Property which is likely to result in a decrease of Net Operating Income of the applicable Collateral Property by two percent (2%) or more during the period of such alteration, (iii) at a Collateral Property which after giving effect to such alteration (taking into account as a consequence of such alteration any rights of tenants Tenants to make alterations pursuant cancel Leases or ▇▇▇▇▇ Rents), the Net Operating Income of such Collateral Property shall be less than either (x) the Net Operating Income of such Collateral Property as of the Closing Date or (y) the Net Operating Income of such Collateral Property immediately prior to such alteration; or (iv) at a Collateral Property such that the terms alteration results in the ability of their respective Leasesany Anchor Tenant to terminate its Lease (each, Borrower shall obtain a "Material Alteration"), without Lender’s 's prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect delayed. Lender as a condition to alterations that may have giving its consent to a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Alteration, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesA) shall at any time equal or exceed $350,000.00 (require that the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender a Rating Comfort Letter and (B) may require as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations under 's payment of the Loan Documents Debt any of the following, at Borrower's option: (A1) cash, (B2) U.S. ObligationsTreasury securities, (C3) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will notLender, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D4) either (x) a completion Letter of Credit from an entity rated at least "AA-" or its equivalent by one or more Applicable Rating Agency, (y) a construction bond from an entity rated at least "AA-" or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.its

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect delayed, to any alterations to the Improvements that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Mortgage Borrower’s financial condition, the use, operation or value of any Individual Property, the Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, or the net operating income of any Individual Property or the Net Operating IncomeCollateral (an “Alteration”), provided that such alterations are made in connection with other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or of any Lease executed subsequent to the date hereof if Lender shall have approved (or shall be deemed to have approved) such Lease pursuant to Section 5.1.17 hereof, (b) tenant improvement work performed pursuant to the terms and provisions conditions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions conditions of this Agreement and the Mortgage Loan Agreement or (d) the capital improvements identified in Schedule 5.1.20 annexed hereto. Any approval by Lender of the plans, specifications or working drawings for Alterations of any structural alteration which costs less than $50,000.00 in the aggregate Individual Property shall not create responsibility or liability on behalf of Lender for all components thereof which constitute their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such alteration approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationother person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations an Alteration to the Improvements at the of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal or exceed to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $350,000.00 2,500,000 (the “Threshold Amount”; and any such Alteration a “Material Alteration”), Borrower, upon Lender’s request, Borrower shall promptly deliver or cause to Lender be delivered to Lender, (i) as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Documents, any of the following: (A1) cash, (B2) U.S. Obligations, (C3) other securities having a rating reasonably acceptable to Lender and that or, if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that such securities delivered will not, in and of itselfthemselves, result in a downgrade, withdrawal or qualification of the initial, or if higher, the then current ratings assigned in connection with such Securitization, (4) a completion bond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that any such Material Alteration shall not result in the downgrade, withdrawal or qualification of the initial, or, if higher, then the current ratings assigned to the Securities in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts with respect to alterations Material Alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or to be paid from Reserve Funds or Alterations not requiring approval under clauses (a) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.through (d) above)

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not materially adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs alterations costing less than $50,000.00 750,000 and not effecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the aggregate for all components thereof which constitute such alteration or exterior of any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationbuilding constituting a part of any Improvements. If the total unpaid amounts due and payable (for which there are insufficient funds in the appropriate reserves) with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 750,000 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower, Operating Lessee or Property Owner to perform any alterations to any ImprovementsImprovements (which alterations shall not include Replacements for purposes of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Lessee’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations, provided that such alterations are made in connection with shall not materially adversely affect (aupon completion of such alterations) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, and such alterations (a) shall (i) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $75,000,000 and (ii) with respect to any Individual Property subject to any alterations being performed at such time, be subject to contracts, the aggregate remaining cost of which are no more $3,000,000 or the estimated cost to complete such alteration is no more than $3,000,000 (clause (i) and (ii), the “Threshold Amount”) or (b) are provided for in the Approved Annual Budget and shall be funded from sufficient reserves on deposit in the Capital Expenditure Fund in accordance with this Agreement or from Excess Cash Flow if segregated and designated for such use in a manner reasonably satisfactory to Lender, or (c) alterations are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect or the estimated cost to complete such alterations to the Improvements at the Property (other than the costs incurred in connection with the Restoration of an Individual Property or such amounts for which sufficient reserves are on deposit in the Capital Expenditure Fund and are to be paid used for such alterations in accordance with this Agreement or reimbursed by tenants under the Leasesfor which there is sufficient Excess Cash Flow designated and segregated for such use in a manner reasonably satisfactory to Lender) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and while the Loan is securitized and Securities therein are outstanding, that the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to such securities, or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. 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 Property (other than such amounts to applicable Individual Property, which will not be paid from amounts on deposit in the Capital Expenditures Fund or reimbursed by tenants under the Leases) existing Excess Cash Flow designated and segregated as provided above, over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding the option foregoing to the contrary, Borrower shall be relieved of Lenderits obligation to deposit such security, following provided that (1) Mortgage Borrower is required to and does deposit (or cause to be deposited) such security under the occurrence Mortgage Loan and during the continuance of an Event of Default, Lender may terminate any receives evidence reasonably acceptable to Lender of the alterations deposit of such security with Mortgage Lender or (2) Senior Mezzanine Borrower is required to and use does deposit (or cause to be deposited) such security under the Senior Mezzanine Loan and Lender receives evidence reasonably acceptable to Lender of the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertysuch security with Senior Mezzanine Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required to obtain Lender’s consent in connection with any alterations to any Improvements that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such but Borrower shall provide prior written notice to Lender of any alterations are made in connection with (a) tenant improvement work performed pursuant to the terms Improvements the cost of any Lease executed on or before the Closing Datewhich will exceed $50,000.00. Provided, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvementsfurther, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If that if the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) any portion thereof shall at any time equal or exceed $350,000.00 250,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leasesany portion thereof) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject (a) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee, to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may would be reasonably likely to have a material adverse effect on Borrower’s, Mortgage Borrower’s or Operating Lessee’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Mortgage Borrower’s or Operating Lessee’s financial condition, the value of the Property or the Property’s Net Operating IncomeIncome or are made pursuant to the Approved Annual Budget, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 alterations set forth on Schedule IV hereto, (e) Required Repairs or (f) Replacements if there are sufficient reserves on deposit in the aggregate Replacement Reserve Fund to pay for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationobligations. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than (I) such amounts to be paid or reimbursed by tenants Tenants under the Leases, (II) costs incurred in connection with the Restoration of the Property or (III) such amounts for which sufficient reserves are on deposit in the Required Repair Fund or the Replacement Reserve Fund) shall at any time equal or exceed Fifteen Million and No/100 Dollars ($350,000.00 15,000,000.00) (the “Threshold Amount”), BorrowerBorrower shall, upon Lender’s requestor shall cause Mortgage Borrower or Operating Lessee to, shall obtain 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: following (the “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitization, respect to or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Each such Alterations Deposit shall be disbursed from time to time by Lender to Borrower for completion of the option Alterations at the Property upon the satisfaction of Lenderthe following conditions: (i) Borrower shall, following or shall cause Mortgage Borrower or Operating Lessee to, submit a request for payment to Lender at least five (5) Business Days prior to the occurrence date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (ii) on the date such request is received by Lender and during on the continuance of an date such payment is to be made, no Event of DefaultDefault shall be continuing, and (iii) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, the Approved Master Plan and the Development Agreement, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full upon such disbursement. Each Alterations Deposit shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.1.21, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender may terminate shall promptly return to Borrower any remaining portion of the alterations Alterations Deposit upon the request of Borrower, provided that (i) on the date such request is received by Lender and use on the deposit date such disbursement is to restore be made, no Event of Default shall be continuing and (ii) such request shall be accompanied by an Officer’s Certificate stating that the Property Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent necessary to prevent any material adverse effect on not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the value of the PropertyAlterations has been paid in full.

Alterations. Subject to (a) Following the rights Completion of tenants to make alterations pursuant to the terms of their respective LeasesImprovements, Borrower shall obtain Lender’s prior written consent to any subsequent alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a 86 material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (i) any alterations that will not have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (cii) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and 00/100 Dollars ($350,000.00 250,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or letter (E) a Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything contained herein to the option of Lendercontrary, following the occurrence construction, Building Loan and during the continuance of an Event of Default, Lender may terminate any alteration of the alterations Improvements in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Improvements and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 5.1.21.

Alterations. Subject Other than as expressly provided herein with respect to the rights of tenants to make alterations pursuant to the terms of their respective LeasesRequired Improvements, Borrower shall obtain Lender’s prior written consent not (i) cause or permit any material waste of the Property, (ii) make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or intentionally take any action that might invalidate or allow the cancellation of any Policy, or do or permit to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations done thereon anything that may have a material adverse effect on Borrower’s financial condition, in any way materially impair the value of the Property or the Net Operating Income. Notwithstanding security of the foregoingSecurity Instrument or otherwise cause a Material Adverse Effect, (iii) permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof, or (iv) in each case, without having first obtained Lender’s consent shall not be required in connection with prior written consent, permit or cause any alterations to any Improvements that will not (A) would reasonably be likely to have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, the value (B) result in any decrease of the Property or the Net Operating Income, provided that such alterations are made in connection with (aC) tenant improvement work performed pursuant to violate the terms of any Lease executed on or before the Closing DateLease, (bD) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any concern structural component of any Improvements, any utility or HVAC system contained in any Improvements the Improvements, or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (dE) any structural alteration which costs less than $50,000.00 cost, in the aggregate for of all components thereof which constitute such alteration related alterations, Five Hundred Thousand and 00/100 Dollars ($500,000) or any non-structural alteration which costs less than $100,000.00 in more; provided, however, that the aggregate for all components thereof which constitute such alterationforegoing limitations shall not apply to alterations consisting of alterations performed as part of a Restoration required hereunder. If Without limiting the foregoing, if the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 (the “Threshold Amount”500,000), Borrower, upon Lender’s request, 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: (ADebt) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and Letter of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit, or (D) a completion and performance bond or letter of credit (issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is surety acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will notLender) (or a combination thereof), in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and), if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lenderalterations (or, following the occurrence and during the continuance of upon an Event of Default, Lender may terminate any to the payment of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyDebt).

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) at the related Individual Property shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (A) cashCash, (B) U.S. Obligations, or (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 1,000,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 2,000,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 1,000,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: ; (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Property (a)(i) that will not could have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Adverse Effect, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold, or (iii) that could adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements at the Property or the exterior of any building constituting a part of any Improvements, Improvements or (cb) any alterations performed in connection with the restoration of to the Property after during the occurrence continuation of a casualty any Event of Default, which approval, in accordance with the terms and provisions of this Agreement each case under clause (a) or (d) any structural b), may be granted or withheld in Lender’s sole discretion. Any alteration which costs less than $50,000.00 to the Property shall be done and completed by Borrower in the aggregate for an expeditious and diligent fashion and in compliance with all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationapplicable Legal Requirements. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. ObligationsLetters of Credit, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, U.S. Obligations or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Threshold Amount Alteration Threshold, and, if cashat Lender’s option, may be applied Lender shall have the right to apply such security from time to time, at the option of Borrower, time to pay for such alterations. At Upon substantial completion of any alteration to the option Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (3) all licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority. Lender hereby confirms that it has approved the Restaurant Renovation Project and use the deposit SRO Conversion Project, provided that Borrower shall obtain Lender’s prior written approval with respect to restore the Property to the extent necessary to prevent any material adverse effect on change in the value scope of the PropertyRestaurant Renovation Project or the SRO Conversion Project, which approval may be conditioned upon Borrower’s delivery of additional security in an amount reasonably determined by Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the its Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the its Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ A-l+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Loan Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.such

Alterations. (a) Subject to the rights of tenants Daimler to make alterations pursuant to the terms of their respective Leasesthe Daimler Lease, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable by Borrower with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Borrower shall not waive any material terms, covenants and conditions contained in any Major Tenant Lease upon the option part of Lenderthe Tenant thereunder to be observed or performed in connection with any Tenant Work or alterations to be performed by any Tenant under any such Major Tenant Lease. (c) Borrower covenants and agrees that if Daimler commences any Tenant Work (x) relating to structural components, the roof, building systems, including, without limitation, utility, HVAC systems, and subsequently discontinues performing such Tenant Work to completion, or (y) following the occurrence discontinuance of any Tenant Work, additional work must be performed at the Property to address any life safety matters or to bring the Property into compliance with all Legal Requirements, and during either a default has occurred and is continuing (beyond applicable notice and cure periods thereunder) under the continuance of an Event of DefaultDaimler Lease, Lender may terminate any of the alterations Daimler Lease is no longer in full force and use effect or Daimler has vacated the deposit to premises, Borrower shall either (i) complete such Tenant Work on a lien-free basis in a good and workmanlike manner and in compliance with all Legal Requirements, or (ii) restore the Property to substantially the same condition it was in prior to Daimler commencing the applicable Tenant Work, on a lien-free basis in a good and workmanlike manner and in compliance with all Legal Requirements. (d) Borrower covenants and agrees that, to the extent necessary that Borrower has any consent or other approval rights under the Daimler Lease in connection with any alterations to prevent the Property, Borrower shall not provide any material adverse effect on such consent or approval to such alterations that would materially and adversely affect (i) any structural components, the roof, any building systems, including, without limitation, utilities and HVAC systems, and/or (ii) the value or use of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not materially adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs alterations costing less than $50,000.00 750,000 and not effecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the aggregate for all components thereof which constitute such alteration or exterior of any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationbuilding constituting a part of any Improvements. If the total unpaid amounts due and payable (for which there are insufficient funds in the appropriate reserves) with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 750,000 (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 in alterations required to comply with Legal Requirements, (e) alterations the aggregate for all components thereof cost of which constitute such alteration is $500,000 or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationor (f) Required Repairs. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the with respect to an Individual Property or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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 (any of the following: , “Acceptable Security”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. (b) Notwithstanding the provisions of Section 5.1.21 (a) Borrower agrees that in the event that Borrower shall receive from Quest an “Expansion Notice” (as defined in the Quest Lease) pursuant to Article 27 of the Quest Lease requesting that Borrower expand the building located on the Quest Property by constructing an addition to or other contiguous expansion of the existing building located on the Quest Property (the “Quest Expansion”), then Borrower shall, within five (5) Business Days of its receipt of such Expansion Notice, provide written notice to Lender of its receipt of such Expansion Notice, together with a copy of such Expansion Notice and all other information delivered by Quest to Borrower with the Expansion Notice. At Following its receipt of an Expansion Notice relating to a Quest Expansion (but not an Outparcel Expansion), Borrower shall not, without the prior written consent of Lender in its reasonable discretion, (i) make an election under the Quest Lease or otherwise agree (in writing or otherwise) to either (x) construct the Quest Expansion (either by or on behalf of Borrower) or (y) not to proceed to construct the Quest Expansion or (ii) advise Quest of Borrower’s approval or disapproval of plans and specifications for the Quest Expansion or any construction contract for the Quest Expansion or provide any proposal for an increase in fixed rent under the Quest Lease. Either Borrower (if the Quest Expansion is being completed by or on behalf of Borrower, including by an Affiliate of Borrower) or Quest (if the Quest Expansion is being completed by or on behalf of such Tenant) shall, prior to the commencement of construction of all or any part of the Quest Expansion, deliver to Lender any of the following: (A) as security for the performance of, and the payment of all amounts to be incurred in connection with, the Quest Expansion and as additional security for Borrower’s obligations under the Loan Documents, Acceptable Security; (B) a completion guaranty, in form and substance reasonably acceptable to Lender, from Guarantor guaranteeing full payment and performance of all of the work contemplated by the Quest Expansion; or (C) provided that Quest Diagnostics Incorporated (x) then remains as the guarantor of all of the Tenant’s payment and performance obligations under the Quest Lease and (y) then has a senior unsecured debt rating of at least “BBB” by S&P and the equivalent of such rating by each other Rating Agency that has issued such a rating, a completion guaranty, in form and substance reasonably acceptable to Lender, from Quest Diagnostics Incorporated guaranteeing full payment and performance of all of the work contemplated by the Quest Expansion. Any such Acceptable Security delivered to Lender shall be in an amount equal to the total cost to complete the Quest Expansion, as reasonably estimated by Lender, and, in the event that Borrower or Quest fails to pay any sums due in connection with the Quest Expansion (subject to the right to contest such sums), Lender may apply such Acceptable Security from time to time at the option of Lender to pay for the costs of the Quest Expansion. If Borrower has provided Acceptable Security in accordance with this Section 5.1.21(b) and at any time prior to completion of the Quest Expansion, in Lender’s reasonable judgment, following the occurrence cost of completing all remaining work contemplated by the Quest Expansion that remains unpaid at the time in question exceeds the aggregate balance of such Acceptable Security held by Lender pursuant to this Section 5.1.21(b), then Borrower shall, within ten (10) Business Days’ after receipt of written notice from Lender of such deficiency, deposit with Lender additional Acceptable Security in the amount of such deficiency. If the Quest Expansion shall be completed by or on behalf of Borrower pursuant to the Quest Lease, then Borrower agrees that all work to be performed and all obligations (other than any direct obligation of Borrower to (A) Quest under the Quest Lease and (B) Borrower’s Construction Affiliate (as hereinafter defined)) to be incurred (including all construction and other agreements entered into) in connection therewith shall be performed and incurred by an Affiliate of Borrower (“Borrower’s Construction Affiliate”) that is not a Borrower hereunder. If the Quest Expansion shall be completed by or on behalf of Quest pursuant to the Quest Lease, then Lender shall not unreasonably withhold, condition or delay its consent to a ground lease between Borrower, as landlord, and Quest, as tenant, with respect to the land upon which the Quest Expansion shall be located. All plans and specifications required in connection with the Quest Expansion and the schedule for the projected progress of the completion of the Quest Expansion shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Construction Consultant”), in each event acting in a reasonable manner. The identity of the contractors, subcontractors and materialmen engaged in the Quest Expansion, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by Lender and the Construction Consultant, in each event acting in a reasonable manner. Prior to the commencement of the Quest Expansion, Lender shall have received a copy of any license, permit or other approval by or from any Governmental Authority required in connection with the Quest Expansion and evidence that the same are in full force and effect. From time to time during the continuance of an Event of Default, Lender may terminate any performance of the alterations Quest Expansion, Borrower shall deliver to Lender such evidence (including, but not limited to, architectural, engineering or environmental reports) as Lender shall reasonably request that all work that has theretofore been completed has been completed in a good and use workmanlike manner and in accordance with all Legal Requirements, the deposit plans and specifications approved by Lender and this Agreement and that all costs and expenses that are then due and payable in connection with the Quest Expansion have been paid for (which evidence shall include invoices and lien waivers from the general contractor). Lender or its Construction Consultant shall have the right from time to restore time (but not more frequently than once per month) to verify the Property to the extent necessary to prevent any material adverse effect on the value performance of the PropertyQuest Expansion (by an inspection conducted at Borrower’s expense (not to exceed $10,000 per month). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with the Quest Expansion, including reasonable out-of-pocket counsel fees and disbursements and the Construction Consultant’s fees, shall be paid by Borrower.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the its Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the its Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, each of Borrower and Maryland Owner shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s and/or Maryland Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s and/or Maryland Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, or any Lease executed after the Closing Date (to a Lessee that is not an Affiliate of Borrower or Maryland Owner) for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 both (i) the Threshold Amount (in the aggregate for all components thereof which constitute such alteration current alterations at the related Individual Property), and (ii) together with all other alterations currently being performed at the Properties, the Aggregate Threshold Amount, provided that, in all of the foregoing clauses (a) through (d), Borrower or any non-structural alteration which costs less than $100,000.00 in Maryland Owner, as applicable, complies with the aggregate for all components thereof which constitute such alterationAlteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed -75- by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrowereach of Borrower and Maryland Owner, as applicable, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such total unpaid amounts and as additional security for Borrower’s and Maryland Owner’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of BorrowerBorrower or Maryland Owner, as applicable, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations work and use the deposit to restore the applicable Individual Property to the extent necessary to prevent any material adverse effect on the value of the such Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Lessee shall obtain LenderLessor’s prior written consent to any alterations additions, modifications or improvements to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value part of the Leased Property or the Net Operating Income. Notwithstanding the foregoing(individually and collectively, Lender“Alterations”) provided that Lessor’s consent shall not be required in connection with any alterations Alterations that will not (together with the related cost of such alterations) have a material adverse effect on Borrower’s financial condition, been provided for in the value of the Property or the Net Operating IncomeAnnual Budget, provided that such alterations are made in connection with Alterations (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any ImprovementsFacility, any utility or HVAC system contained in any Improvements Facility or the exterior of any building constituting a part of any ImprovementsFacility and the aggregate cost thereof does not exceed the lesser of (x) One Million Dollars ($1,000,000) and (y) an amount equal to three percent (3%) of the amount listed in column F for the applicable Facility, or (cb) alterations are Alterations performed in connection with the restoration of the Leased Property after the occurrence of a casualty or condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in Lease and the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLoan Documents. If the total unpaid amounts due Lessee desires to make any Alterations, Lessee shall provide a written request to Lessor, along with any additional materials, plans, budgets and payable with respect to alterations other items requested by Lessor. The cost of such additions, modifications or improvements to the Improvements at the Leased Property (other than such amounts to shall be paid or reimbursed by tenants Lessee, and all such additions, modifications and improvements shall, without payment by Lessor at any time, be included under the Leasesterms of this Lease and upon expiration or earlier termination of this Lease shall pass to and become the property of Lessor. Notwithstanding anything to the contrary contained herein, if Lessor approves of any Alterations, Lessor shall have the right (but not the obligation) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly to require Lessee to deliver to Lender as security Lessor funds for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be Alterations in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts deemed by Lessor, in Lessor’s reasonable discretion, to be paid or reimbursed adequate of such Alterations, which funds shall be disbursed by tenants under Lessor in accordance with the Leases) over practices of commercially reasonable construction lenders in the Threshold Amount and, if cash, may be applied from time to time, at jurisdiction in which the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Leased Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis located.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 in alterations required to comply with Legal Requirements, (e) alterations the aggregate for all components thereof cost of which constitute such alteration is $500,000 or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationor (f) Required Repairs. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the with respect to an Individual Property or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything to the option contrary in this Section 5.1.21 or in any other provision of this Agreement or in any other Loan Document, provided that no Event of Default is then continuing, Borrower may construct an addition to the building located on the Individual Property related to the Arrowhead I Ground Lease (the “Original Arrowhead I Property”) for the purposes of adding an elevator (the “Approved Alterations”), subject to satisfying the following conditions: (i) Borrower has provided to Lender, following and Lender has approved: (A) the occurrence plans and during specifications for the continuance Approved Alterations (the “Alteration Plans”), and (B) a survey (the “Alteration Survey”) for any land on which the Approved Alterations will occur that is located outside the Original Arrowhead I Property (“Additional Arrowhead I Property”, and together with the Original Arrowhead I Property, the “Expanded Arrowhead I Property”). Borrower shall notify Lender of an Event its intent to begin the Approved Alterations at least thirty (30) days prior to the planned commencement of Defaultsuch alterations, Lender may terminate and shall deliver to Lender, together with such notice, (A) any material amendments to the Alteration Plans or Alteration Survey, (B) if the aggregate cost of the alterations and use Approved Alterations will exceed $500,000.00, a construction budget detailing such costs (the deposit “Alteration Budget”), (C) any proposed amendment of the Arrowhead I Ground Lease to restore the add Additional Arrowhead I Property to the leased premises covered thereby (“Arrowhead I Ground Lease Amendment”), and (D) any other documents in the possession of or readily obtainable by Borrower at no material out-of-pocket cost relating to changes in any lot, parcel or tract line required to complete the Approved Alterations and the Arrowhead I Ground Lease Amendment (the “Alteration Plans”); (ii) intentionally omitted; (iii) Borrower shall have obtained Lender’s prior written consent to the Alteration Plans (not to be unreasonably withheld, delayed or conditioned) and delivered evidence reasonably satisfactory to Lender indicating that Borrower has sufficient funds available (without incurring any additional Indebtedness in violation of this Agreement) to complete the Approved Alterations in a lien-free workmanlike manner in accordance with the terms of this Agreement, and, if the Alteration Budget indicates that such amount is materially in excess of the Threshold Amount, the security required pursuant to Section 5.1.21(a)(A) through (D) above; (iv) Lender shall have received an Officer’s Certificate stating that (A) all permits, licenses and approvals then required for the Approved Alterations have been obtained and are in full force and effect, (B) if and to the extent that the issuance of any such permits, licenses or approvals is not then yet required under applicable Legal Requirements, the same will be timely obtained as may be necessary to prevent comply with all applicable Legal Requirements and Borrower shall promptly deliver copies of such items to Lender following Borrower’s receipt thereof, (C) all of the work to be performed in connection with such alterations shall be done (1) substantially in compliance with the Alteration Plans delivered to Lender, (2) in full compliance with all applicable Legal Requirements, (3) in full compliance with the terms and provisions of the Loan Documents, and (4) in a good and workmanlike manner, and (D) Borrower will complete the Approved Alterations in a manner that does not cause damage to, interference with or interruption of the utilities, parking, or operation and use of the Original Arrowhead I Property or any material adverse effect tenants; (v) Borrower shall have delivered to Lender commercial property insurance covering the Approved Alterations written in a so-called builder’s risk completed value form; each in accordance with the requirements set forth in Article VI herein; (vi) Borrower shall have delivered to Lender the executed general construction contract between Borrower and the third-party contractor applicable to the Alteration Plans; (vii) Borrower shall have delivered to Lender all applicable building permits for the Approved Alterations and evidence reasonably satisfactory to Lender that during the construction of and following the completion of the Approved Alterations, the Expanded Arrowhead I Property will (A) not suffer any loss of any parking or access to any public right of way or adjoining parcel, and (B) be in compliance with all applicable reciprocal easement agreements (and such construction and loss of parking at the Expanded Arrowhead I Property will not violate any reciprocal easement agreements); (viii) intentionally omitted; (A) Borrower, Guarantor, and any tenant of Borrower with respect to the Original Arrowhead I Property whose Lease is affected by the Approved Alterations, as applicable, shall enter into any amendments of the Loan Documents (including, if applicable, estoppel certificates) and (B) the ground lessor under the Arrowhead I Ground Lease shall enter into any amendment of the Ground Lease Estoppel delivered by it as of the closing of the Loan, in each case as the items described in (A) and (B) above may be reasonably required by Lender to add the Additional Arrowhead I Property and the Arrowhead I Ground Lease Amendment to the coverage of the Loan Documents (collectively, the “Loan Document Amendments”); (x) Borrower and Guarantor shall deliver to Lender in connection with the Loan Document Amendments, New York, Arizona, Delaware authority and Maryland authority opinion letters in substantially the same scope and form as those same opinions delivered to Lender on the value date of this Agreement; (xi) intentionally omitted; and (xii) Within thirty (30) days following completion of the Approved Alterations, Borrower shall provide to Lender: (A) an Officer’s Certificate certifying that the construction and all Approved Alterations have been completed in a good and workmanlike manner in accordance with all applicable Legal Requirements and the terms and provisions of the Loan Documents, and substantially in accordance with the Alteration Plans approved by Lender; (B) at Borrower’s cost, a new ALTA survey of the Property that includes the completed Approved Alterations, and a down-date endorsement to the Title Insurance Policy (or replacement policy) (1) confirming that no new mechanic’s or other liens have been filed against the Expanded Arrowhead I Property, and (2) covering the Expanded Arrowhead I Property, the Arrowhead I Ground Lease Amendment, the Loan Document Amendments and any other matters reasonably required by Lender; (C) a copy of the final certificate of occupancy, if required by applicable Legal Requirements. (xiii) Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters set forth in this Section 5.1.21, Lender shall have ten (10) Business Days from receipt of written request (which such written request shall include all information reasonably necessary for Lender to review, analze and approve or disapprove such matter, provided that the front page of any such request to Lender is marked, in not less than fourteen (14) point bold face type, underlined and using all capital letters, as follows: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender within such ten (10) Business Day period, Lender shall have three (3) Business Days from receipt of all additional requested information in which to approve or disapprove such the applicable matter, notwithstanding the date of the original request. In the event that Lender fails to respond to the applicable matter in question within such time frames as set forth above, Lender’s failure to respond shall constitute Lender’s deemed approval of the particular approval request. Borrower hereby indemnifies Lender for all reasonable out-of-pocket liabilities arising out of, or in connection with, the Approved Alterations, excluding, however, in all events, consequential, punitive, special, exemplary and indirect damages. Borrower shall pay all actual out-of-pocket costs incurred by Lender in connection with the Approved Alterations and the Loan Document Amendments, including review or approval of any items described in this Section 5.1.21. Borrower further agrees to continuously and diligently pursue completion of the Approved Alterations once commenced.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Property (a)(i) that will not is reasonably likely to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Adverse Effect, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold, or (iii) that could adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements at the Property or the exterior of any building constituting a part of any Improvements, Improvements or (cb) any alterations performed in connection with the restoration of to the Property after during the occurrence continuation of a casualty any Event of Default, which approval, in accordance with the terms and provisions of this Agreement each case under clause (a) or (d) any structural b), may be granted or withheld in Lender’s sole discretion. Any alteration which costs less than $50,000.00 to the Property shall be done and completed by Borrower in the aggregate for an expeditious and diligent fashion and in compliance with all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationapplicable Legal Requirements. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. ObligationsLetters of Credit, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, U.S. Obligations or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is other securities acceptable to Lender, provided that, with respect to clause (D), Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Threshold Amount Alteration Threshold, and, if cashat Lender’s option, may be applied Lender shall have the right to apply such security from time to time, at the option of Borrower, time to pay for such alterationsalterations if not otherwise paid by Borrower prior to the date such amounts are due. At Upon substantial completion of any alteration to the option Property, Borrower shall provide (or cause Tenant to provide) evidence reasonably satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (3) all licenses and permits necessary for the use, operation and occupancy of the Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority. Notwithstanding anything to the contrary contained in this Agreement, Lender’s consent shall not be required in connection with the Existing Project, provided that each of the following conditions is satisfied and remains satisfied at all times until completion of the occurrence and during the continuance of an Existing Project: (i) no Event of DefaultDefault has occurred and is continuing, (ii) the Ionis Lease Condition is satisfied, (iii) Ionis is solely responsible for the payment for, and performance and completion of the Existing Project, (iv) Borrower provides to Lender may terminate written evidence reasonably acceptable to Lender in all respects that the Existing Project complies with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters) and any other restrictions encumbering the Property, including, without limitation, the REAs (to the extent any such approvals are required pursuant to the terms of any REA), (v) all approvals, authorizations, certifications, licenses and permits, including, without limitation, certificates of completion and occupancy, required by any Governmental Authority or otherwise necessary for the use, occupancy and operation of the Property (including any new improvements) in the manner in which the Property was being used, occupied and operated prior to commencement of the Existing Project have been obtained by Ionis and/or Borrower and are in full force and effect (to the extent any of the alterations foregoing are required by any Governmental Authorities having jurisdiction over the Property, Borrower or Tenant), (vi) the Existing Project is being completed in a good and use workmanlike manner on a lien free basis in accordance with the deposit terms and conditions of the Ionis Lease and this Agreement, (vii) at Lender’s request, Borrower shall deliver lien waivers or conditioned lien waivers with respect to restore all work that has been completed, (viii) upon completion of the Property applicable Existing Project (and to the extent necessary to prevent any material adverse effect new building or structure is constructed as part of such Existing Project, and such new building or structure is not depicted on the value Survey delivered to Lender in connection with the closing of the Loan), Borrower shall deliver to Lender an updated Survey reasonably acceptable to Lender in all respects, (ix) upon completion of the applicable Existing Project (and to the extent required pursuant to the applicable Legal Requirements), Borrower shall deliver a new or updated certificate of occupancy with respect to the Property, (x) upon completion of the Existing Project, Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and evidence of payment of any premium payable in connection with such endorsement, and (xi) Ionis maintains (x) a Net Worth of not less than $51,350,000.00 plus the estimated cost of the Existing Project (excluding Guarantor’s interest in the Property) and (y) Liquid Assets of not less than $5,135,000.00 plus the estimated cost of the Existing Project.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain LenderAdministrative Agent’s prior written consent to any alterations to any Improvementsapproval, which consent approval may be granted or withheld in Administrative Agent’s sole discretion, shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (a) that will not are reasonably likely to have a material adverse effect on BorrowerMaterial Adverse Effect or (b) are structural in nature. Administrative Agent’s financial conditionprior approval shall also be required (such approval not to be unreasonably withheld, the value of the Property delayed or the Net Operating Income, provided that such alterations are made conditioned) in connection with any other alterations to any Improvements (that is, alterations which would not be covered by subsection (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed of this Section 4.1.10), the cost of which is reasonably anticipated to exceed the Alteration Threshold. Notwithstanding the foregoing, Administrative Agent’s prior approval shall not be required for (i) Capital Expenditures the cost of which is being funded by Lenders pursuant to Article 2 hereof, (ii) Tenant Improvements the terms and provisions cost of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements which is being funded by Lenders pursuant Article 2 hereof or the exterior of any building constituting a part of any ImprovementsBuilding Loan Agreement, or the Build Out Work (as described in (b) below), (ciii) alterations performed in connection with the restoration of the Property after the occurrence of a casualty any Restoration in accordance with the terms and provisions of the Loan Documents, (iv) any alterations that are in accordance with the Approved Annual Budget (including the variances with respect thereto permitted by this Agreement pursuant to Section 4.1.6(f)), and (v) Tenant Improvements being undertaken by a Tenant pursuant to its Lease (to the extent Administrative Agent had an approval right with respect to such Lease and Administrative Agent approved (or (dwas deemed to have approved) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLease). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver to Lender as security for the payment Mortgage Administrative Agent (with evidence of such amounts and as same to Administrative Agent) additional security for Borrower’s obligations under the Loan Documents any in accordance with Section 4.1.10 of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyMortgage Loan Agreement.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain obtain, and shall require Master Tenant to obtain, Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being understood that Replacements do not constitute “alterations” subject to this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (a) are required to comply with the Franchise Agreement, unless the aggregate cost of such alterations is reasonably anticipated to exceed five percent (5%) of the original principal amount of the Debt or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations Income and (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement; or (dii) the cost of which (including any structural alteration which costs less than related alteration, improvement or replacement) is reasonably anticipated not to exceed $50,000.00 in 250,000.00 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Threshold Amount”). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and Lender shall make such security available to pay, or to reimburse Borrower or Master Tenant for, the costs of such alteration, in accordance with the disbursement procedures applicable to disbursements from the Replacement Reserve Fund; and, if cashupon presentation by Borrower or Master Tenant of satisfactory completion of such alteration, Lender shall release any remaining portion of such security to Borrower or Master Tenant, as either of them may be applied from time to timedirect, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an provided that no Event of Default, Lender may terminate any of the alterations Default has occurred and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis continuing.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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, 40 withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Modification Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 1,750,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 2,750,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 1,750,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. , If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 350,000,00 (the “Threshold Amount”"THRESHOLD AMOUNT"), . Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesleases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 150,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 300,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 300,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”), Borrower, upon Lender’s request, 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: (A) cash, (B) U.S. Obligations, (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 initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is 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 initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. 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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, Borrower to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.