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 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 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 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 50 XXXXXX XXXXXX 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 50 XXXXXX XXXXXX 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 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 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 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 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 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 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 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 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 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 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 '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, 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 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 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, 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 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 LenderXxxxxx’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 Xxxxx’x 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 Xxxxxx’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 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 Xxxxxx & Xxxxxxx 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 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 (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 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 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 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 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 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, (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 shall not be unreasonably withheld or delayed except withheld, provided that Lender’s consent shall not be required in connection with respect the non-structural alterations relating to alterations that may have a material adverse effect on Borrower’s financial condition, the value reconfiguration of the Property or core areas of the Net Operating Income. buildings as disclosed in the 10-K statements of Sabre 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 (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, (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 for such items does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000) 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 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) shall at any time equal or exceed One Million and 00/100 Dollars ($350,000.00 1,000,000) (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, 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 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 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 related 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 related Individual Property or the Net Operating Income, provided that (a) such alterations are made in connection with (ai) tenant improvement work performed pursuant to the terms of any Lease executed on or before in accordance with the Closing Dateterms hereof, (bii) 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, Improvements or (ciii) 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 (db) the estimated cost of such alterations (as determined in Lender's reasonable discretion), when added together with the estimated cost of any structural alteration other alterations (for which costs less than Lender's consent was not required under this provision (b)) undertaken at the same time at any of the other Properties, would not exceed One Million Five Hundred Thousand and 00/100 Dollars ($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 alteration1,500,000.00). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such without duplication for any amounts contemplated to be paid or reimbursed by tenants under funded out of the Leases) Reserve Funds), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed One Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 1,500,000.00) (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 's obligations under the Loan Documents any of the following: (A) cashCash, (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 Property (other than such amounts to be paid or reimbursed by tenants under the Leases) 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 Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyProperties.

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 '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 42 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 and Property Owner shall obtain Lender’s prior written consent to 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 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, 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 alterationAgreement. 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 or Property Owner shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Property Owner’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 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 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 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 Subject to the terms and provisions conditions of a Lease this Article 14 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 other applicable provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in Lease, after Substantial Completion of 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 Project, Tenant may, 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 its sole cost and expense, make alterations, additional installations, substitutions, improvements, renovations or betterments (collectively, “Alterations”) in and to the option Premises or any portion thereof provided that: (i) Tenant, at its expense, shall obtain all necessary permits and certificates from Governmental Authorities for the commencement and prosecution of Borrowerany Alterations and final approval from Governmental Authorities upon completion, promptly deliver copies of the same to pay for such alterations. At Owner and cause the option Alterations to be performed in substantial compliance with all applicable Requirements and requirements of Lenderthe Recognized Mortgagee and Recognized Mezzanine Lender and insurers of the Premises, following and any Board of Fire Underwriters, Fire Insurance Rating Organization, or other body having similar functions, and in good and xxxxxxx like manner, using materials and equipment at least equal in quality and class to the occurrence original quality of the installations at the Premises that are being replaced. (ii) the Alterations shall be performed by duly licensed and during insured contractors in a good and workmanlike manner; (iii) the continuance Alterations will not result in a violation of an Event any Requirement or change the use permitted in Section 6.1 or violate any other provision of Defaultthis Lease in any material respect; (iv) the outside appearance (other than landscaping), Lender may terminate character or permitted use of the Premises shall not be materially adversely affected unless approved pursuant to the provisions of Section 14.5(c), and the Alterations shall not materially (1) weaken or impair the structure, (2) reduce the size or (3) lessen the value of, the Premises; and (v) the proper functioning of any of the alterations heating, air conditioning, elevator, plumbing, electrical, sanitary, mechanical and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value other service or utility systems of the PropertyPremises shall not be materially adversely affected following the completion of such Alterations.

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 Leasesthis Section 5.1.22, Borrower and Operating Lessee shall obtain Lender’s prior written consent to any alterations by Borrower or Operating Lessee (as applicable) to any Improvements, which consent shall not be unreasonably withheld or delayed withheld, except with respect to alterations that may have a material adverse effect on BorrowerMaterial Adverse Effect, in which case Lender’s financial condition, the value of the Property or the Net Operating Incomeconsent shall be in Lender’s sole discretion. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations (i) to be undertaken by a Tenant and for which Borrower or Operating Lessee does not have approval rights under the applicable Lease, (ii) that will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, the value of the Property or the Net Operating Income, provided that such alterations (iii) 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 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 an Individual Property or at the Property Properties in the aggregate (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or otherwise undertaken pursuant to the express terms of a Lease) shall at any time equal or exceed $350,000.00 five percent (5%) of the total principal balance of the Loan and Mezzanine Loan (the “Threshold Amount”), Borrowerthen, upon Lender’s requestin either case, Borrower and Operating Lessee shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Operating Lessee’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 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) 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 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 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 LeasesLeases or otherwise undertaken pursuant to the express terms of a Lease) 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 Lender's prior approval shall obtain Lender’s prior written consent to 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 (i) that may have a material adverse effect on Borrower’s 's financial condition, the value or use 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 DateProperty, (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 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 “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 's Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating secunt1es 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 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 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 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 HV AC 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 “FAlLURE 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 '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 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 BorrowerBorrower or, during the continuance of an Event of Default, at the option of 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 LenderAgent’s prior written consent to any alterations to any Improvements, which consent reasonable 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 conditionto any Improvements which, in the value aggregate with all alterations during the term of the Property Loan which have not been approved or consented to by Agent, exceed the Net Operating Income, provided Alteration Threshold or that such alterations are made in connection with may (a) tenant improvement work performed pursuant be reasonably expected to the terms of any Lease executed on have or before the Closing Datedo have a Material Adverse Effect, (b) tenant improvement work performed pursuant to result in a material reduction of the terms and provisions square footage 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 materially and provisions of this Agreement adversely affect any building system, including, without limitation, heating, ventilation, air conditioning, plumbing, electrical or vertical transportation, (d) materially and adversely affect any structural alteration which costs less than $50,000.00 in component or the aggregate for all components thereof which constitute such alteration exterior of the Improvements, and/or (e) materially and adversely affect the use or any non-structural alteration which costs less than $100,000.00 in operation of the aggregate for all components thereof which constitute such alterationImprovements. 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, Borrower shall promptly deliver to Lender Agent 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: at Borrower’s option, either (Aa) cash, Cash or Cash Equivalents or (Bb) U.S. Obligations, (C) other securities having a rating guaranty from Guarantor or another credit-worthy entity acceptable to Lender and that Agent in its reasonable discretion guaranteeing 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 lien-free 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 Securitizationalterations. 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 USActive 32926859.13 -58- reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. The provisions of this Section 4.1.11 shall not pertain to a Restoration for which the provisions of Article V are intended to govern. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Agent consent under this Section and Agent thereafter fails to respond, if cash, may Agent’s approval shall 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 deemed given with respect to the extent necessary to prevent any material adverse effect on the value of the Propertymatter for which approval was requested.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall cause Mortgage Borrowers to obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting any of the Properties, 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 or any Mortgage Borrower’s financial condition, the value of the Property intended to be subjected to such alterations 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 of any Lease executed after the date hereof, provided that such Lease shall satisfy the requirements of Section 5.1.20, (c) alterations performed in connection with the Restoration of any Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement, or (d) alterations at any Property that will not have a material adverse effect on Borrower’s or such Mortgage Borrower’s financial condition, the value of such Property or the Net Operating Income, provided that, in the case of clause (d), such alterations (i) are either work performed pursuant to the terms of any Lease and approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget applicable to such Property, (ii) 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 does not exceed, for any Property in any annual period, the greater of: (cA) alterations performed in connection with the restoration ten percent (10%) of the Allocated Loan Amount for such 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 Fifty Thousand Dollars ($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 alteration50,000). If the total unpaid amounts due and payable with respect to alterations to the any Improvements at the any one 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 twenty percent (20%) of the Allocated Loan Amount for such Property (the “Threshold Amount”), Borrower, upon Lender’s request, to the extent that Mortgage Borrowers shall promptly deliver not have delivered to Mortgage 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) either (x) a completion and performance bond and a guaranteed maximum priced contract (in form and substance satisfactory to Lender) for a general contractor (satisfactory to lender) or (y) 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, then Borrower shall promptly deliver to Lender such security. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the applicable Improvements on the applicable 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 Notwithstanding the option foregoing provisions of Lenderthis Section 5.1.21 to the contrary, following it is acknowledged that the occurrence and during tenant at the continuance of an Event of DefaultApria Healthcare store in Indianapolis which is subject to a Lease with a Mortgage Borrower, Lender may terminate any of the desires to make certain alterations and use install certain tenant improvements more particularly described in Schedule XI attached hereto at tenant’s own expense, and it is acknowledged that such Mortgage Borrower and such tenant shall not require any consent from Lender to install such alterations and tenant improvements, so long as such work is in accordance with such Schedule XI, provided Manager and/or the deposit Mortgage Borrower that owns such Property shall be responsible for taking commercially reasonable steps in causing such Mortgage Borrower and such tenant to restore the Property take appropriate corrective action if such alterations and tenant improvements fail to the extent necessary comply with applicable Legal Requirements and shall pursue appropriate remedies if such tenant permits any mechanic’s liens in respect of such work to prevent any material adverse effect on the value be filed of the Propertyrecord.

Alterations. Subject to Effective as of 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 conditionFifth Amendment Effective Date, the value following sentences of Section 9.C.(2) of the Property or Original Lease (as amended by Section 9 of the Net Operating IncomeSecond Amendment) shall be deleted in their entirety: “For any Alterations the cost of which exceeds $10,000, Tenant shall pay to Landlord (within 30 days after receipt of an invoice from Landlord) a fee for Landlord’s oversight and coordination thereof. Notwithstanding If Tenant employs a third-party project manager to oversee and coordinate the foregoingconstruction, Lender’s consent shall not and if that manager is found by Landlord, before construction of the Alterations begins, to be required reasonably acceptable, then the amount of the fee payable to Landlord is equal to 3.5% of the cost of such Alterations in connection with any alterations that will not have a material adverse effect on Borrower’s financial conditionexcess of $10,000; otherwise, the value amount of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant fee payable to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant Landlord is 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 5% of the Property after cost of such Alterations in excess of $10,000.” All Alterations constructed in the occurrence of a casualty Premises shall be constructed in accordance with the terms and provisions Lease (including Section 9.C, as amended above). Without limiting Landlord’s approval rights or Tenant’s obligations under Section 9.C.(2) of this Agreement the Original Lease, Tenant acknowledges that Landlord is not obligated to provide construction management or (d) any structural alteration which costs less than $50,000.00 in the aggregate supervision services 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 Tenant with respect to alterations the construction of any Tenant Alterations within the Premises. However, if requested by Tenant, Landlord will act (or to cause its property manager to act) as Tenant’s construction manager with respect to any Alterations constructed by Tenant within the Improvements at the Property (other than such amounts Premises costing in excess of $10,000, subject to agreement by Landlord and Tenant on a construction management fee to be paid or reimbursed by tenants under Tenant therefor (not to exceed three and one-half percent (3.5%) of 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 cost of such amounts Alterations) and as additional security for Borrower’s obligations under the Loan Documents any execution 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 separate written agreement for such alterations. At the option of Lender, following the occurrence services in form and during the continuance of an Event of Default, Lender may terminate any of the alterations substance agreed by Landlord and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyTenant.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective LeasesBorrower or Operating Lessee, Borrower as applicable, 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 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 to the Property that (a) intentionally omitted, (b) upon completion of same, will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect and provided that the cost thereof, when aggregated with the value cost of all other alterations undertaken at the Property in the applicable calendar year is less than $35,000,000 (the “Threshold Consent Amount”), provided, that any amounts expended for alterations pursuant to clauses (a), (c)(ii), (c)(iii), and (d) through (g) of this Section 5.1.22 shall not be included toward the calculation of the Property or the Net Operating Income, provided that aggregate annual costs of such alterations are made in connection with (a) tenant improvement work performed pursuant to for purposes of 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 ImprovementsThreshold Consent Amount, (c) alterations are (i) specifically provided for in the Approved Annual Budget, (ii) a permitted variance for health, life and safety items under the Management Agreement or (iii) otherwise consented to by Lender and to be funded from the Reserve Funds or either the Borrower Remainder Account or the Operating Lessee Remainder Account (as each are defined in the applicable Cash Management Agreement) in accordance with this Agreement, (d) constitute a tenant improvement required to be made under a Lease existing on the Closing Date or a Lease entered into after the Closing Date in accordance with the terms of this Agreement, (e) are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty undertaken in accordance with the terms and provisions of this Agreement Agreement, (f) are for Replacements if there are sufficient reserves on deposit in the Replacement Reserve Account (or the FF&E Account) to pay for such obligations, (g) constitute decorative work performed in the ordinary course of business that are paid out of the Manager Accounts for payment of FF&E costs, or (dh) any structural alteration which costs less than $50,000.00 in are required to be performed pursuant to the aggregate for all components thereof which constitute such alteration terms of the Management Agreement, provided that Borrower or any non-structural alteration which costs less than $100,000.00 in Operating Lessee, as applicable, does not otherwise have a right to consent thereto pursuant to the aggregate for all components thereof which constitute such alterationManagement Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements being conducted at the Property (other than such amounts to be paid or reimbursed by tenants under excluding alterations of the Leaseskind described in clauses (a), (c)(ii), (c)(iii), and (d) through (g) of the preceding sentence) shall at any time equal or exceed $350,000.00 four percent (4%) of the original principal balance of the Loan (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: following in any amount sufficient to cover the excess of the aggregate cost of such alterations over the Threshold Amount (the “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that and, after a Securitization, 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 such securities or (D) a Letter of Credit. The Alterations Deposit shall be disbursed from time to time by Lender to Borrower or Operating Lessee for completion bond or letter of credit issued the alterations at the Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the alterations for which payment is requested, (2) on the date such request is received by a financial institution having a rating by Standard & Poor’s Ratings Group Lender and on the date such payment is to be made, no Event of not less than A-1+ if the term of such bond or letter of credit is no longer than three Default shall be continuing, and (3) months orsuch request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the alterations at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, if such term is Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, and with respect to any invoices in excess of three (3) months$25,000, issued copies of any licenses, permits or other approvals 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 any Governmental Authority required in connection with any Securitizationthe 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, upon such disbursement, each such contractor has been paid or will have been paid in full for all amounts then due and owing to such contractor. Such security Each Alterations Deposit shall be held by Lender in an amount equal to interest-bearing account and, until disbursed in accordance with the excess provisions of this Section 5.1.22, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the total unpaid amounts alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing, and (2) such request shall be accompanied by an Officer’s Certificate stating that the 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 or copies of invoices to be paid, as applicable, and, with respect to any invoices in excess of $25,000, copies of any licenses, permits or other approvals by any Governmental Authority required in connection with 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 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 or will have been paid in full upon such disbursement.

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 delayed, except with respect that Lender's consent (if required) may be withheld in its sole discretion if such alterations are reasonably likely to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the applicable 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 (a) Borrower is obligated to perform in order to comply with its obligations under a Lease or to comply with Legal Requirements or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Incomeapplicable Individual Property’s net operating income, provided or (c) alterations that such alterations (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any the related Lease executed on or before existing as of the Closing DateDate or which has been entered into in accordance with the requirements of this Agreement, (bii) tenant improvement work performed pursuant do not exceed, in the aggregate for all alterations then planned for all Individual Properties in any Fiscal Year, more than one percent (1%) of the outstanding principal amount of the Loan (and with respect to each Individual Property then subject to any such alterations, five percent (5%) of the terms and provisions aggregate Release Amount for such Individual Property, provided that in no event shall the costs of a Lease and not adversely affecting such alterations with respect to any structural component Individual Property, in the case of any Improvementsone Individual Property, or when aggregated with the costs of alterations with respect to any utility other Properties, exceed one percent (1%) of the outstanding principal amount of the Loan), and (iii) are provided for in the Approved Annual Budget or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (cd) alterations 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 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 an Individual Property (other than such amounts to be paid or reimbursed by tenants Master Tenant under the LeasesMaster Lease) shall at any time exceed (x) with respect to any Individual Property then subject to any alterations, an amount equal to five percent (5%) of the Release Amount for such Individual Property or exceed $350,000.00 (y) with respect to all the Properties in the aggregate, an amount equal to five percent (5%) of the outstanding principal balance of the Loan (each of (x) and (y), “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, Obligations (C) other securities having a rating reasonably 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 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 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 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 LeasesLeases or for which purpose Reserve Funds are on deposit) 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 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 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 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 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, or any Lease executed after the Closing Date (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 of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or Agreement, (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 thereof, or (e) any non-structural alteration which costs more than the Threshold Amount but less than $100,000.00 4,000,000 in the aggregate for all components thereof which constitute such alterationthereof, provided 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 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-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 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 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 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 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 One Million and 00/100 Dollars ($1,000,000) 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 under the Leases) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 500,000) (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 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+ +” 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 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 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 material 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 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 any Lease executed on or before the Closing DateLease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not materially 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 Alteration Threshold Amount, (c) alterations are 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) are made pursuant to and in accordance with the Management Agreement, or (e) are made in connection with the PIP Requirements. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any structural alteration and all reasonably required information and documentation relating thereto in which costs less than $50,000.00 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. If Lender fails to approve or disapprove the aggregate request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrower written notice setting forth in reasonable detail the basis for all components thereof which constitute such alteration or disapproval. In no event shall Lender require any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“consent fee” as a condition to any required approval. 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 “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 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+ +” 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 under the Leases) over the Alteration 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 occurrence of an Event of Default, Lender may terminate any apply such security from time to time at the option of the alterations and use the deposit Lender to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertypay for such alterations.

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 Incomewithheld. 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 conditionalterations, the value aggregate cost of which does not exceed Two Million, Five Hundred Thousand and 00/100 Dollars ($2,500,000) (the Property "Threshold Amount"), 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 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 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 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+ +" 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 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 LeasesBorrower may cause any Individual Mortgage Borrower, Borrower shall obtain without Lender’s prior written consent to any approval, perform alterations to any ImprovementsImprovements or Equipment (i) that are not reasonably expected to result in a Material Adverse Effect, which consent shall not be unreasonably withheld or delayed except with respect to alterations (ii) that may have a material adverse effect on are in the ordinary course of Mortgage Borrower’s financial conditionbusiness, 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 (diii) do not constitute a Material Alteration. Lender may, as a condition to giving its approval to any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration Material Alteration, require that Borrower deliver (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 cause Mortgage Borrower to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leasesdeliver) 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 security reasonably 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 notissuer of same), 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 Letter of Credit or (E) 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 and Equipment over the Property applicable Alteration Threshold. Notwithstanding the provisions of this Section 7.4(D), such additional security shall not be required to the extent that Mortgage Borrower has provided same in accordance with the requirements of Section 7.4(D) of the Mortgage Loan Agreement. Upon substantial completion of any Material Alteration, Borrower shall provide (or cause Mortgage Borrower to provide) evidence reasonably satisfactory to Lender that (i) the Improvements were repaired, renewed or replaced in accordance with all applicable laws and substantially in accordance with plans and specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the repair, renewal or replacement of Improvements have been paid in full and have delivered unconditional releases of lien, and (iii) all material licenses necessary for the use, operation and occupancy of the Improvements (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided (or caused Mortgage Borrower to provide) to Lender cash security, as provided above, such amounts cash shall be released by Lender to be paid fund such Material Alteration, and if Borrowers have provided (or reimbursed by tenants under the Leasescaused Mortgage Borrower to provide) over the Threshold Amount andto Lender non-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 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 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 xxxxx 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(a) Each Borrower shall, Borrower and shall cause IDOT Guarantor and cause each Operating Tenant to, 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 Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with with: (X) any alterations to the Improvements (excluding Decorative Changes) that will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, the value of the Property or the Net Operating Incomeprovided, provided that that, such alterations (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, (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 No/100 Dollars ($1,000,000) (the “Threshold Amount”), (c) alterations consist of repair or replacement of (i) parking or resurfacing, (ii) restriping, (iii) lighting, or (iv) interior or exterior maintenance; or (d) 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 Agreement; (Y) any Decorative Changes or (dZ) 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 alterationScheduled Work. 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 (the “Threshold Amount”), Borrower, upon Lender’s request, each Borrower shall promptly deliver deliver, and cause IDOT Guarantor to promptly deliver, to Lender as security for the payment of such amounts and as additional security for Borrower’s and IDOT Guarantor’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 (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 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, or (E) provided that no Cash Sweep Trigger Event has occurred and the total amounts due and payable at any one time do not exceed Three Million Dollars ($3,000,000), a guaranty of performance and payment of the costs of such alterations in form and substance reasonably satisfactory to Lender, made by the Guarantor in favor of Lender, along with other permissible security, as set forth herein, with respect to the amount by which the costs of such alterations exceed Three Million Dollars ($3,000,000). Notwithstanding anything to the contrary contained herein, no such security shall be required in connection with the Scheduled Work. 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 cashany Event of Default shall occur and be continuing, 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 Provided no Event of DefaultDefault shall have occurred and be continuing, any security delivered to Lender may terminate pursuant to this Section 5.1.21 (less the cost of completing any applicable “punch-list” items as reasonably estimated by Lender) shall be returned to Borrower upon the payment in full and substantial lien-free completion 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 Propertyfor which such security was delivered.

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 approval (not 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 delayed) shall not be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease, (a) that will not is reasonably expected 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 DateProperty, (b) tenant improvement work performed pursuant to that affect the terms and provisions structure of a Lease and not adversely affecting any structural component of any Improvements, any utility the applicable building or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (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 at Lender’s reasonable 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: (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, (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 SecuritizationAgencies, or (Div) a completion bond, provided that such 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 the 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 SecuritizationAgencies. 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 over the Alteration Threshold. Notwithstanding the foregoing, Lender acknowledges that certain alterations to Improvements relating to parking, ingress/egress, and landscaping located on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, Remaining Parcel may be applied from time to time, at required in connection with 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 development of the Release Parcels. Such alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value shall be deemed approved provided that Borrower provides a form of the Propertysecurity as described above in this Section 5.21.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Lender's prior approval 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 to the Property (other than tenant improvements under Leases in effect on the date hereof or approved (or deemed approved) by Lender in accordance with Section 4.1.9 hereof after the date hereof) (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 Alteration Threshold, or (iii) that could materially and provisions of a Lease and not adversely affecting affect any structural component of any Improvements, any utility or HVAC HV AC system contained in any Improvements at the Property or the exterior of any building constituting a part of any ImprovementsImprovements or (b) during the continuation of any Event of Default, which approval, in each case under clause (ca) alterations performed or (b), may be granted or withheld in connection with the restoration of Lender's sole discretion. Any alteration to the Property after the occurrence of a casualty shall be done and completed by Borrower or Mortgage Borrower in accordance an expeditious and diligent fashion and in compliance 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 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 deliver, or cause Mortgage Borrower to 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. 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, or cause Mortgage Borrower to 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 (except for any such licenses and use the deposit to restore the Property permits that are not capable of being issued until final completion of any alteration to the extent necessary Property, in which case, Borrower shall provide or cause to prevent be provided evidence reasonably satisfactory to Lender that such licenses and permits have been issued upon final completion of any material adverse effect on alteration to the value Property), provided that, if any such license or permit is temporary in nature, Borrower shall, or shall cause Mortgage Borrower to, diligently pursue procuring a permanent license or permit from the applicable Governmental Authority. Borrower shall not be required to deliver to Lender the security described in this Section if Mortgage Borrower has delivered to Mortgage Lender security under the comparable section of the PropertyMortgage Loan Agreement.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Grantor 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 Grantor'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 Grantor'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"), BorrowerGrantor, 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 Grantor'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 BorrowerGrantor, 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 material alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned 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 annual Net Operating Income. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing, 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 IncomeIncome of the Property, provided that such alterations (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 which is in compliance with the terms of this Agreement, (b) are made in connection with 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 relate solely to Equipment, or (d) any structural alteration together with the related costs thereof have been provided for in the Annual Budget which costs has been approved by Lender pursuant to the terms hereof and (i) are nonstructural in nature and (ii) are budgeted to cost (including all labor and materials) less than $50,000.00 500,000.00. Notwithstanding anything to the contrary contained in this Section 5.1.20, any alteration, the aggregate for all components thereof cost of which constitute is equal to, or greater than, $5,000,000.00 shall be subject to receipt of confirmation from the Rating Agencies that any 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, not result in a downgradewithdrawal, withdrawal qualification or qualification downgrade 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 PropertySecurities.

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 withheld, conditioned 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 Property, the Collateral or the annual Net Operating IncomeIncome of the Property. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing, 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 Property, the Collateral or the Net Operating IncomeIncome of the Property, provided that such alterations (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 which is in compliance with the terms of this Agreement, (b) are made in connection with 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 relate solely to Equipment, or (d) any together with the related costs thereof have been provided for in the Annual Budget which has been approved by Lender pursuant to the terms hereof and (i) are non-structural alteration which costs in nature and (ii) are budgeted to cost (including all labor and materials) less than $50,000.00 500,000.00. Notwithstanding anything to the contrary contained in this Section 5.1.20, any alteration, the aggregate for all components thereof cost of which constitute is equal to, or greater than, $5,000,000.00 shall be subject to receipt of confirmation from the Rating Agencies that any 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, not result in a downgradewithdrawal, withdrawal qualification, or qualification downgrade 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 PropertySecurities.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Each Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting the Property or Properties owned by such Borrower, 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 any Borrower’s financial condition, the value of the Property intended to be subjected to such alterations 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 of any Lease executed after the date hereof, provided that such Lease shall satisfy the requirements of Section 5.1.20, (c) alterations performed in connection with the Restoration of any Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) alterations at any Property that will not have a material adverse effect on any Borrower’s financial condition, the value of such Property or the Net Operating Income, provided that, in the case of clause (d), such alterations (i) are either work performed pursuant to the terms of any Lease and approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget applicable to such Property, (ii) 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 (ciii) alterations performed the aggregate cost thereof does not exceed, for any Property in connection with any annual period, the restoration greater of: (A) ten percent (10%) of the Allocated Loan Amount for such 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 Fifty Thousand Dollars ($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 alteration50,000). If the total unpaid amounts due and payable with respect to alterations to the any Improvements at the any one 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 twenty percent (20%) of the Allocated Loan Amount for such Property (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, or (Div) either (x) a completion and performance bond and a guaranteed maximum priced contract (in form and substance satisfactory to Lender) for a general contractor (satisfactory to lender) or (y) 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 applicable Improvements on the applicable 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 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 Xxxxx’x 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 LenderXxxxxx’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 Property or the Net Operating Income. Notwithstanding the foregoing, LenderXxxxxx’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 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 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) 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 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 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, 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, 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, (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, (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 Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (x) 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 are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateCash Flow, (by) 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, and (cz) alterations (1) have an aggregate cost not exceeding Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000), (2) are being performed in connection with tenant improvement work performed pursuant to the restoration terms of any Lease entered into in accordance with the terms hereof, (3) are being performed in connection with a Restoration in accordance with the terms and provisions of the Property after the occurrence of Mortgage Loan Agreement, or (4) are being performed in connection with a casualty PIP approved by Lender in accordance with the terms and provisions of this Agreement or (d) Agreement. In 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 event, 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 and other than in connection with a PIP approved by Lender in accordance with the terms and provisions of this Agreement) shall at any time equal or exceed Four Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 4,500,000) (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 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 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. ; provided, however, that (i) in the event Mortgage Borrower is required to and does deliver such security to Mortgage Lender under the Mortgage Loan, and (ii) upon request, Lender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Lender, then Borrower shall not be required to deliver such security 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 under the Leases) over the Threshold Amount andand Lender shall (or with respect to a letter of credit or performance bond, if cash, may be applied may) apply such security from time to time, at the option of Borrower, time to pay for such alterations in accordance with the procedures and requirements set forth in Section 7.3.2 relating to the disbursement of funds from the FF&E Reserve Account. Borrower shall complete any alterations in a good and workmanlike manner. (b) For alterations to the Improvements done in connection with a PIP approved by Lender in accordance with the terms of this Agreement (the “PIP Alterations”), prior to commencing any such alterations. At the option , Guarantor shall guaranty in writing to Lender (irrespective of Lenderany other guaranty given to any other third party) that, following the occurrence and during the continuance at Guarantor’s option, either (x) any portion of an Event of Defaultsuch PIP Alterations which are commenced by Mortgage Borrower shall be completed, Lender may terminate any of the or (y) Mortgage Borrower shall perform such alterations and use the deposit as are reasonably necessary to restore the Property to be fully operational and in a condition at least equal to the extent necessary to prevent any material adverse effect on the value condition of the Property, and with amenities at least equal to the amenities, which existed prior to commencement of the PIP Alterations, which PIP Alterations or alterations, as applicable, pursuant to clause (x) or clause (y) of this Section 5.1.21(b) shall be completed in a good, workmanlike and lien free manner. Such Guaranty shall be in form and substance reasonably satisfactory to 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 ImprovementsImprovements (it being agreed that Replacements shall not constitute alterations within the meaning 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 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 Date[intentionally omitted], (b) tenant improvement work performed pursuant to the terms and provisions of a Lease Sublease 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) alterations performed in connection with an approved Property Improvement Plan or Renovation Plan or in connection with 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 alterationother work required by an approved Franchise 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 Tenants under the LeasesSubleases and other than amounts specifically approved by Lender for tenant improvement work under Subleases approved by Lender under Section 5.1.20(b) or deemed approved by Lender under Section 5.1.20(c)) shall at any time equal or exceed $350,000.00 200,000.00 (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 LeasesSubleases and amounts for which sufficient reserves are on deposit in the FF&E Reserve Account in accordance with the applicable provisions of Article VII hereof or with respect to which a Letter of Credit has been delivered to Lender in accordance with the terms hereof) 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 cause Mortgage Borrowers to obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting any of the Properties, 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 or any Mortgage Borrower’s financial condition, the value of the Property intended to be subjected to such alterations 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 of any Lease executed after the date hereof, provided that such Lease shall satisfy the requirements of Section 5.1.20, (c) alterations performed in connection with the Restoration of any Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement, or (d) alterations at any Property that will not have a material adverse effect on Borrower’s or such Mortgage Borrower’s financial condition, the value of such Property or the Net Operating Income, provided that, in the case of clause (d), such alterations (i) are either work performed pursuant to the terms of any Lease and approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget applicable to such Property, (ii) 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 does not exceed, for any Property in any annual period, the greater of: (cA) alterations performed in connection with the restoration ten percent (10%) of the Allocated Loan Amount for such 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 Fifty Thousand Dollars ($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 alteration50,000). If the total unpaid amounts due and payable with respect to alterations to the any Improvements at the any one 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 twenty percent (20%) of the Allocated Loan Amount for such Property (the “Threshold Amount”), Borrower, upon Lender’s request, to the extent that Mortgage Borrowers shall promptly deliver not have delivered to Mortgage 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) either (x) a completion and performance bond and a guaranteed maximum priced contract (in form and substance satisfactory to Lender) for a general contractor (satisfactory to lender) or (y) 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, then Borrower shall promptly deliver to Lender such security. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the applicable Improvements on the applicable 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 approval (not 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 delayed) shall not be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease, (a) that will not is reasonably expected 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 DateProperty, (b) tenant improvement work performed pursuant to that affect the terms and provisions structure of a Lease and not adversely affecting any structural component of any Improvements, any utility the applicable building or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (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 at Lender’s reasonable 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: (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, (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 SecuritizationAgencies, or (Div) a completion bond, provided that such 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 the 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 SecuritizationAgencies. 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 over the Alteration Threshold. Notwithstanding the foregoing, Lender acknowledges that certain alterations to Improvements relating to parking, ingress/egress, and landscaping located on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, Remaining Parcel may be applied from time to time, at required in connection with 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 development of the Release Parcels. Such alterations are more particularly described in the Development Agreement and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value shall be deemed approved provided that Borrower provides a form of the Propertysecurity as described above in this Section 5.21.

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 1,000,000.00 (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, 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 (other than tenant improvements under Leases in effect on the date hereof or approved (or deemed approved) by Lender in accordance with Section 4.1.9 hereof after the date hereof) (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 Alteration Threshold, or (iii) that could materially 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 at the Property or the exterior of any building constituting a part of any ImprovementsImprovements or (b) during the continuation of any Event of Default, which approval, in each case under clause (ca) alterations performed or (b), may be granted or withheld in connection with the restoration of Lender’s sole discretion. Any alteration to the Property after the occurrence of a casualty shall be done and completed by Borrower in accordance an expeditious and diligent fashion and in compliance 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 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 (except for any such licenses and use the deposit to restore the Property permits that are not capable of being issued until final completion of any alteration to the extent necessary Property, in which case, Borrower shall provide evidence reasonably satisfactory to prevent Lender that such licenses and permits have been issued upon final completion of any material adverse effect on the value of alteration to the Property), 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.

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 would be reasonably likely 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 will not have a material adverse effect on Borrower’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, (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”), 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: 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 submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, following which request for payment shall specify the occurrence 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 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 Operating Lessee’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 a so-called “property improvement work performed pursuant to the terms of any Lease executed on plan” (or before the Closing Date“PIP”) imposed by a Franchisor, (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 or Agreement, (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 thereof, or (e) any non-structural alteration which costs more than the Threshold Amount but less than $100,000.00 4,000,000 in the aggregate for all components thereof which constitute such alterationthereof, provided 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 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 to any Securities or any class thereof 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 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 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 Individual Property to the extent necessary to prevent any material adverse effect on the value of 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 '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 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 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 may to any Improvements which are reasonably likely to 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 are either work performed pursuant to the terms of the Riot Games Lease or any other 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 constituting a part of any Improvements, Improvements and (c) alterations the aggregate cost thereof does not exceed Two Hundred Thousand and 00/100 Dollars ($200,000), 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 Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed One Million and 00/100 Dollars ($350,000.00 1,000,000) (the “Threshold Amount”), BorrowerBorrower shall promptly deliver to Lender, upon Lender’s written 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 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 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 '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, or (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 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 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 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.the

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, 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 applicable Individual 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 applicable 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”)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 applicable 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, 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.